Exhibit 10(e)


                                                                 




	AMENDED AND RESTATED CREDIT AGREEMENT


	Dated as of December 4, 1992,


	Amended and Restated as of January 1, 1996


	Among


	CHOCK FULL O'NUTS CORPORATION,

	BROADWORTH REALTY ASSOCIATES,

	CHOCK REALTY CORPORATION,

	CAIN'S COFFEE CO.,

        QUIKAVA, INC.

	THE LENDERS NAMED HEREIN,

	and

	NATWEST BANK N.A., AS AGENT
                                                                  



[Execution Copy]





	TABLE OF CONTENTS


	Page


I.  DEFINITIONS	1

II.  THE LOANS	26

SECTION 2.01.  Term Loan Commitments and 
Revolving 
     Credit Commitments	26
SECTION 2.02.  Loans	29
SECTION 2.03.  Notice of Loans	31
SECTION 2.04.  Notes; Repayment of Loans	31
SECTION 2.05.  Interest on Loans	33
SECTION 2.06.  Fees	34
SECTION 2.07.  Termination and Reduction of 
Revolving Credit 
     Commitments and Term Loan 
Commitments	34
SECTION 2.08.  Interest on Overdue Amounts; 
Alternate Rate of Interest	35
SECTION 2.09.  Prepayment of Loans	36
SECTION 2.10.  Reserve Requirements; Change in 
Circumstances	39
SECTION 2.11.  Reserves	42
SECTION 2.12.  Indemnity	42
SECTION 2.13.  Pro Rata Treatment	44
SECTION 2.14.  Sharing of Setoffs	44
SECTION 2.15.  Taxes	45
SECTION 2.16.  Payments and Computations	48
SECTION 2.17.  Making of Revolving Credit Loans	48
SECTION 2.18.  Settlement Among Lenders	49

III.  COLLATERAL SECURITY	59

SECTION 3.01.  Security Documents	59
SECTION 3.02.  Filing and Recording	60

IV.  REPRESENTATIONS AND WARRANTIES	60

SECTION 4.01.  Organization, Legal Existence	60
SECTION 4.02.  Authorization	60
SECTION 4.03.  Governmental Approvals	61
SECTION 4.04.  Binding Effect	61
SECTION 4.05.  Material Adverse Change	61
SECTION 4.06.  Litigation; Compliance with Laws; 
etc.	61
SECTION 4.07.  Financial Statements	62
SECTION 4.08.  Federal Reserve Regulations	62
SECTION 4.09.  Taxes	63
SECTION 4.10.  Employee Benefit Plans	63
SECTION 4.11.  No Material Misstatements	65
SECTION 4.12.  Investment Company Act; Public 
Utility Holding 
     Company Act	65
SECTION 4.13.  Security Interest	65
SECTION 4.14.  Use of Proceeds	65
SECTION 4.15.  Subsidiaries	66
SECTION 4.16.  Title to Properties; Possession Under 
Leases; Trademarks	66
SECTION 4.17.  Solvency	66
SECTION 4.18.  Permits, etc	67
SECTION 4.19.  Compliance with Environmental 
Laws	67
SECTION 4.20.  No Change in Credit Criteria or 
Collection Policies	68
SECTION 4.21.  Warehouses	68
SECTION 4.22.  Acquisition Documents	69

V.  CONDITIONS OF CREDIT EVENTS	69

SECTION 5.01.  All Credit Events	69
SECTION 5.02.  First Borrowing	70
SECTION 5.03.  First Borrowing	75

VI.  AFFIRMATIVE COVENANTS	78

SECTION 6.01.  Legal Existence	79
SECTION 6.02.  Businesses and Properties	79
SECTION 6.03.  Insurance	79
SECTION 6.04.  Taxes	80
SECTION 6.05.  Financial Statements, Reports, etc.	80
SECTION 6.06.  Litigation and Other Notices	82
SECTION 6.07.  ERISA	83
SECTION 6.08.  Maintaining Records; Access to 
Properties and 
      Inspections; Right to Audit	84
SECTION 6.09.  Use of Proceeds	85
SECTION 6.10.  Fiscal Year-End	85
SECTION 6.11.  Further Assurances	85
SECTION 6.12.  Additional Grantors and Guarantors	85
SECTION 6.13.  Environmental Laws	85
SECTION 6.14.  Pay Obligations to Lenders and 
Perform Other Covenants	87
SECTION 6.15.  Maintain Operating Accounts	88
SECTION 6.16.  Purchase Price Adjustments	88
SECTION 6.17.  Amendments	88
SECTION 6.18.  Intentionally Omitted     	88
SECTION 6.19.  Warehouseman's and Landlord's 
Consents	88

VII.  NEGATIVE COVENANTS	88

SECTION 7.01.  Liens	89
SECTION 7.02.  Sale and Lease-Back Transactions	90
SECTION 7.03.  Indebtedness	90
SECTION 7.04.  Dividends, Distributions and 
Payments	90
SECTION 7.05.  Consolidations, Mergers and Sales of 
Assets	91
SECTION 7.06.  Investments	91
SECTION 7.07.  Capital Expenditures	94
SECTION 7.08.  Adjusted Effective Net Worth	94
SECTION 7.09.  Intentionally Omitted	94
SECTION 7.10.  Total Unsubordinated Liabilities to 
Adjusted 
     Effective Net Worth Ratio	94
SECTION 7.11.  Intentionally Omitted	94
SECTION 7.12.  Fixed Charge Coverage Ratio	94
SECTION 7.13.  Interest Coverage Ratio	94
SECTION 7.14.  Intentionally Omitted	94
SECTION 7.15.  Business	94
SECTION 7.16.  Sales of Receivables	95
SECTION 7.17.  Use of Proceeds	95
SECTION 7.18.  ERISA	95
SECTION 7.19.  Accounting Changes	95
SECTION 7.20.  Prepayment or Modification of 
Indebtedness; 
     Modification of Charter Documents	95
SECTION 7.21.  Transactions with Affiliates	96
SECTION 7.22.  Intentionally Omitted	96

VIII.  EVENTS OF DEFAULT	97

IX.	AGENT	101

X.  MANAGEMENT, COLLECTION AND STATUS OF 
RECEIVABLES 
      AND OTHER COLLATERAL	104

SECTION 10.01.  Collection of Receivables; 
Management of Collateral	104
SECTION 10.02.  Receivables Documentation	106
SECTION 10.03.  Status of Receivables and Other 
Collateral	106
SECTION 10.04.  Monthly Statement of Account	107
SECTION 10.05.  Collateral Custodian	108

XI.  MISCELLANEOUS	108

SECTION 11.01.  Notices	108
SECTION 11.02.  Survival of Agreement	108
SECTION 11.03.  Successors and Assigns; 
Participations	109
SECTION 11.04.  Expenses; Indemnity	112
SECTION 11.05.  Applicable Law	113
SECTION 11.06.  Right of Setoff	113
SECTION 11.07.  Payments on Business Days	114
SECTION 11.08.  Waivers; Amendments	114
SECTION 11.09.  Severability	115
SECTION 11.10.  Entire Agreement; Waiver of Jury 
Trial, etc	115
SECTION 11.11.  Confidentiality	116
SECTION 11.12.  Submission to Jurisdiction	116
SECTION 11.13.  Counterparts; Facsimile Signature	117
SECTION 11.14.  Headings	117

XII.  GUARANTEES	117


EXHIBITS

EXHIBIT A			Form of Term Note
EXHIBIT B			Revolving Credit Note
EXHIBIT C			Form of Opinion of Counsel
EXHIBIT D			Form of Pledge Agreement
EXHIBIT E			Form of Security Agreement
EXHIBIT F			Form of Assignment and 
Acceptance
EXHIBIT G			Form of Security Agreement - 
Patents and 						  Trademarks
EXHIBIT H			Form of Joint Guarantee
EXHIBIT I			Form of Settlement Report
EXHIBIT J			Form of Assignment of Contract

SCHEDULES

SCHEDULE 2.01(a)	Term Loan Commitments
SCHEDULE 2.01(b)	Revolving Credit Commitments
SCHEDULE 4.01		Qualified Jurisdictions
SCHEDULE 4.05		Material Adverse Change
SCHEDULE 4.06(a		Litigation
SCHEDULE 4.06(b)	Compliance with Laws
SCHEDULE 4.09		Taxes
SCHEDULE 4.10		ERISA
SCHEDULE 4.15		Subsidiaries
SCHEDULE 4.19		Environmental Law Compliance
SCHEDULE 4.21		All Warehouses
SCHEDULE 6.19		Warehousemens Letters  
SCHEDULE 7.01		Existing Liens
SCHEDULE 7.03		Existing Indebtedness
SCHEDULE 7.05		Real Property

AMENDED AND RESTATED 
CREDIT AGREEMENT dated as 
of December 4, 1992, as amended 
and restated as of January 1, 1996, 
among CHOCK FULL O'NUTS 
CORPORATION, a New York 
corporation ("Chock"), CAIN'S 
COFFEE CO., a Delaware 
corporation ("Cain's"), 
BROADWORTH REALTY 
ASSOCIATES, a New York 
limited partnership 
("Broadworth"), CHOCK 
REALTY CORPORATION, a 
California corporation ("Chock 
Realty"), and QUIKAVA, INC., a 
Massachusetts corporation 
("Quikava") (Chock, Cain's, 
Broadworth, Chock Realty and 
Quikava each a "Borrower" and 
collectively, the "Borrowers"), the 
lenders named in 
Schedules 2.01(a) and 2.01(b) 
annexed hereto (collectively, 
together with all successors and 
assigns, the "Lenders"), and 
NATWEST BANK N.A., 
formerly known as National 
Westminster Bank USA, as agent 
for the Lenders (in such capacity, 
the "Agent").


The Borrowers and Lenders wish to amend and 
restate the First Amended and Restated Loan Agreement 
(such term and all other capitalized terms used in this 
paragraph having the respective meanings ascribed to such 
terms above or hereinafter) in order to provide for (a) a Term 
Loan Facility to the Term Loan Borrowers in an aggregate 
principal amount of $10,000,000 and (b) Revolving Credit 
Loans to the Revolving Loan Borrowers at any time and from 
time to time prior to the Revolving Credit Termination Date 
in an aggregate principal amount not in excess of the 
Revolving Credit Facility, as such Revolving Credit Facility 
shall be reduced in accordance with the terms hereof 
including, without limitation, on the Line Expiration Date.  
The Grantors will provide Collateral in accordance with the 
provisions of this Agreement and the Security Documents.  
The Lenders are severally, and not jointly, willing to extend 
such Loans to the Borrowers subject to the terms and 
conditions hereinafter set forth.  Accordingly, the Borrowers, 
the Lenders and the Agent hereby agree that the First 
Amended and Restated Loan Agreement shall be amended 
and restated in its entirety as follows:


I.  DEFINITIONS

For purposes hereof, the following terms shall 
have the meanings specified below:

"Acquisition" shall mean the purchase by Chock 
of all of the issued and outstanding capital stock of Cain's and 
certain assets pursuant to the Acquisition Documents.

"Acquisition Agreement" shall mean the Stock 
Purchase Agreement dated as of October 16, 1992 by and 
between Chock and Nestl Beverage Company, a Delaware 
corporation.

"Acquisition Documents" shall mean the 
Acquisition Agreement, Tax Indemnity Agreement and all 
other agreements, documents and instruments executed and 
delivered pursuant thereto or in connection therewith, in each 
case as in effect on the First Amended and Restated Closing 
Date.

"Adjusted Effective Net Worth" shall mean, 
with respect to Chock and its subsidiaries on a Consolidated 
basis at any time, (i) the sum of the capital stock, capital in 
excess of par or stated value of shares of the capital stock of 
Chock and its subsidiaries on a Consolidated basis, retained 
earnings and any other account which, in accordance with 
generally accepted accounting principles, constitutes 
stockholders' equity, plus (ii) all amounts outstanding under 
any Subordinated Indebtedness, less (iii) treasury stock, at 
cost, as determined based upon the most recent audited 
financial statements of Chock, and less (iv) the amount of any 
write-up subsequent to the Closing Date in the value of any 
asset above the cost or depreciated cost thereof to Chock and 
its subsidiaries (but excluding the amount of any such write-
up which is not accompanied by an increase in the amount of 
stockholders' equity).

"Adjusted LIBO Rateshall mean, with respect 
to any Eurodollar Loan for any Interest Period, an interest rate 
per annum (rounded upwards, if necessary, to the next 1/16 of 
1%) equal to the product of (i) the LIBO Rate in effect for 
such Interest Period and (ii) Statutory Reserves.  For purposes 
hereof, "Statutory Reserves" shall mean a fraction (expressed 
as a decimal), the numerator of which is the number one and 
the denominator of which is the number one minus the 
aggregate of the maximum reserve percentages (including, 
without limitation, any marginal, special, emergency, or 
supplemental reserves) expressed as a decimal established by 
the Board and any other banking authority to which any 
Lender is subject with respect to the Adjusted LIBO Rate for 
Eurocurrency Liabilities (as defined in Regulation D).  Such 
reserve percentages shall include, without limitation, those 
imposed under Regulation D.  Eurodollar Loans shall be 
deemed to constitute Eurocurrency Liabilities and as such 
shall be deemed to be subject to such reserve requirements 
without benefit of or credit for proration, exceptions or offsets 
which may be available from time to time to any Lender under 
Regulation D.  Statutory Reserves shall be adjusted 
automatically on and as of the effective date of any change in 
any reserve percentage.

"Adjusted Net Income" shall mean, with respect 
to Chock and its subsidiaries on a Consolidated basis for any 
period, the aggregate income (or loss) of Chock and its 
subsidiaries on a Consolidated basis for such period which 
shall be an amount equal to net revenues and other proper 
items of income less the aggregate for Chock and its 
subsidiaries on a Consolidated basis of any and all items that 
are treated as expenses under generally accepted accounting 
principles, and less, without duplication, Federal, state and 
local income taxes, but excluding any extraordinary, unusual 
and/or non-recurring non-cash gains or losses or any non-cash 
gains or losses from the sale or disposition of assets other than 
in the ordinary course of business, all computed and 
calculated in accordance with generally accepted accounting 
principles consistently applied.

"Affiliate" of any person shall mean any other 
person which, directly or indirectly, controls or is controlled 
by or is under common control with such person and, without 
limiting the generality of the foregoing, includes (i) any 
person which beneficially owns or holds 5% or more of any 
class of voting securities of such person or 5% or more of the 
equity interest in such person, (ii) any person of which such 
person beneficially owns or holds 5% or more of any class of 
voting securities or in which such person beneficially owns or 
holds 5% or more of the equity interest in such person and 
(iii) any director, officer or employee of such person, except 
that for purposes of this Agreement, (i) no persons shall be 
deemed "Affiliates" solely as a result of their being 
administrators of the ESOP and (ii) no person shall be deemed 
an "Affiliate" solely as a result of his being the holder of the 
proxy (in such capacity, the "Proxy Holder") pursuant to that 
certain Standstill Agreement dated as of June 21, 1991 by and 
among Chock, Steven Schulman and certain other parties 
thereto.  For the purposes of this definition, the term "control" 
(including, with correlative meanings, the terms "controlled 
by" and "under common control with"), as used with respect 
to any person, means the possession, directly or indirectly, of 
the power to direct or cause the direction of the management 
and policies of such person, whether through the ownership of 
voting securities or by contract or otherwise.

"Agent" shall have the meaning assigned to 
such term in the preamble to this Agreement.

"Applicable Lending Office" shall mean, with 
respect to each Lender, such Lender's Domestic Lending 
Office in the case of a Prime Lending Rate Loan and such 
Lender's Eurodollar Lending Office in the case of a 
Eurodollar Loan.

"Assignment and Acceptance" shall mean an 
assignment and acceptance entered into by a Lender and an 
assignee and accepted by the Agent, in substantially the form 
of Exhibit F annexed hereto.

"Assignment of Contract" shall mean the 
Assignment of Contract, dated as of the First Amended and 
Restated Closing Date, between Chock and the Agent, for the 
benefit of the Lenders, substantially in the form of Exhibit J 
annexed hereto, as amended, modified or supplemented from 
time to time.

"Availability Reserve" shall mean an amount 
equal to $10,000,000.

"Board" shall mean the Board of Governors of 
the Federal Reserve System of the United States.

"Borrowers" shall have the meaning assigned to 
such term in the preamble to this Agreement.

"Borrowing Base" shall have the meaning 
assigned to such term in Section 2.01(b) hereof.

"Broadworth" shall have the meaning assigned 
to such term in the preamble to this Agreement.

"Business Day' shall mean any day, other than a 
Saturday, Sunday or legal holiday in the State of New York, 
on which banks are open for substantially all their banking 
business in New York City except that, if any determination 
of a "Business Day" shall relate to a Eurodollar Loan, the 
term "Business Day" shall in addition exclude any day on 
which banks are not open for dealings in dollar deposits in the 
London interbank market.

"Cain's" shall have the meaning assigned to 
such term in the preamble to this Agreement.

"Cain's Borrowing Base" shall have the 
meaning assigned to such term in Section 2.01(b) hereof.

 	"Cain's Holding" shall mean Cain's Holding 
Company, a Delaware corporation.

"Capital Expenditures" shall mean the amount 
of all payments made by Chock or its subsidiaries directly or 
indirectly for the purpose of acquiring, constructing or 
maintaining fixed assets, real property or equipment which, in 
accordance with generally accepted accounting principles, 
would be added as a debit to the fixed asset account of Chock 
or any such subsidiary and shall include, without limitation, 
all amounts paid or payable with respect to Capitalized Lease 
Obligations.

"Capitalized Lease Obligation" shall mean an 
obligation to pay rent or other amounts under any lease of (or 
other arrangement conveying the right to use) real and/or 
personal property which obligation is required to be classified 
and accounted for as a capital lease on a balance sheet 
prepared in accordance with generally accepted accounting 
principles consistently applied, and for purposes hereof the 
amount of such obligation shall be the capitalized amount 
thereof determined in accordance with such principles.

"CFN" shall mean CFN of New York, Inc., a 
New York corporation.

"Change of Control" shall mean (i) if any 
person (not including the ESOP or any persons solely in their 
capacity as administrators of the ESOP, or the Proxy Holder) 
or two or more persons (including the ESOP and/or including 
the Proxy Holder) acting in concert shall acquire the 
beneficial ownership of an aggregate number of shares of the 
common stock of Chock (on a fully diluted basis) (x) in 
excess of 20% of all outstanding common stock of Chock or 
(y) entitling such person or persons to cast the votes required 
to elect a majority of the Board of Directors of Chock, (ii) if 
Chock shall cease to own 100% of all classes of stock of any 
of CFN, Chock Realty, Quikava or Cain's Holding (subject to 
Section 7.05 hereof), (iii) if Cain's Holding shall cease to own 
100% of all classes of stock of Cain's (subject to Section 7.05 
hereof) or (iv) subject to the provisions of Section 7.05 
hereof, if at any time prior to the date, if any, as the real 
property located at 336 Broadway, New York, New York is 
sold, CFN shall cease to be general partner of Broadworth or 
Chock shall cease to be limited partner of Broadworth.  For 
purposes of this definition, a person shall be deemed to have 
beneficial ownership of a security if it, directly or indirectly, 
has the power to vote, or to direct the voting of, such security.

"Chock" shall have the meaning assigned to 
such term in the preamble to this Agreement.

"Chock Borrowing Base" shall have the 
meaning assigned to such term in Section 2.01(b).

"Chock Collateral Assignment (Dana Brown)" 
shall mean the Assignment of Contract as Collateral Security 
(Dana Brown) dated as of the First Amended and Restated 
Closing Date between Chock and the Agent.

"Chock Realty" shall have the meaning assigned 
to such term in the preamble to this Agreement.

"Closing Date" shall mean the date of the first 
borrowing under this Agreement, but in no event later than 
February 16, 1996.

"Code" shall mean the Internal Revenue Code 
of 1986, as amended from time to time.

"Collateral" shall mean all collateral and 
security as described in the Security Documents.  

"Commitment" shall mean, with respect to each 
Lender, the sum of the Term Loan Commitment of such 
Lender as set forth in Schedule 2.01(a), and the Revolving 
Credit Commitment of such Lender as set forth in Schedule 
2.01(b), as each may be adjusted from time to time pursuant 
to Section 2.07.

"Commitment Fee" shall have the meaning 
assigned to such term in Section 2.06 hereof.

"Commitment Letters" shall mean (i) the Letter 
Agreement between NatWest and Chock (on its behalf and on 
behalf of the other Borrowers) dated September 24, 1992, as 
amended and (ii) the Letter Agreement among Chemical 
Bank, Chock (on its behalf and on behalf of the other 
Borrowers) and NatWest, dated November 18, 1992.

"Consolidated" shall mean, in respect of any 
person, as applied to any financial or accounting term, such 
term determined on a consolidated basis in accordance with 
generally accepted accounting principles (except as otherwise 
required herein) for the person and all consolidated 
subsidiaries thereof.

"Contaminant" shall mean all Hazardous 
Materials and all those substances which are regulated by or 
form the basis of liability under Federal, state or local 
environmental, health and safety statutes or regulations 
including, without limitation, asbestos, polychlorinated 
biphenyls ("PCBs"), and radioactive substances, or any other 
material or substance which constitutes a material health, 
safety or environmental hazard to any person or property.

"Credit Event" shall mean each borrowing 
hereunder and the issuance of each Letter of Credit hereunder.

"Current Assets" shall mean, with respect to 
Chock and its subsidiaries at any date, the aggregate amount 
of all assets of Chock and its subsidiaries on a Consolidated 
basis which would be classified as current assets at such date, 
computed and calculated in accordance with generally 
accepted accounting principles consistently applied.

"Current Liabilities" shall mean, with respect to 
Chock and its subsidiaries at any date, the aggregate amount 
of all liabilities of Chock and its subsidiaries on a 
Consolidated basis (including tax and other proper accruals) 
which would be classified as current liabilities at such date, 
computed and calculated in accordance with generally 
accepted accounting principles consistently applied. 

"Customer" shall mean and include the account 
debtor or obligor with respect to any Receivable.

"DBPI" shall mean DB Private Brands, Inc., a 
former Missouri corporation which was a wholly-owned 
subsidiary of Chock.

"Dana Brown Purchase Agreement" shall mean 
the Agreement dated as of November 1, 1992 by and between 
Private Brands, L.P. and Dana Brown - Private Brands, Inc., 
as in effect on the First Amended and Restated Closing Date.

"Dana Brown Purchase Documents" shall mean 
the Dana Brown Purchase Agreement, the Private Brands 
Note and all agreements, documents and instruments executed 
and delivered pursuant thereto or in connection therewith.

"Default" shall mean any condition, act or event 
which, with notice or lapse of time or both, would constitute 
an Event of Default.

"Dilution" shall mean with respect to any 
calendar month for the Revolving Loan Borrowers, the 
percentage which (i) all non-cash credits to the Receivable 
account of the Revolving Loan Borrowers for any such 
calendar month constitute of (ii) gross billings to the 
Receivable account of the Revolving Loan Borrowers for 
such calendar month.

"dollars" or the symbol "$" shall mean dollars in 
lawful currency of the United States of America.

"Domestic Lending Office" shall mean, with 
respect to any Lender, the office of such Lender specified as 
its "Domestic Lending Office" opposite its name on Schedule 
2.02 annexed hereto, or such other office of such Lender as 
such Lender may from time to time specify to the Borrowers 
and the Agent.

"EBITDA" shall mean, with respect to Chock 
and its subsidiaries for any period, the sum of (i) Adjusted Net 
Income, (ii) Interest Expense, (iii) depreciation and 
amortization and (iv) Federal, state and local income taxes, in 
each case of Chock and its subsidiaries on a Consolidated 
basis for such period, computed and calculated in accordance 
with generally accepted accounting principles consistently 
applied.

"Eligible Inventory" shall mean inventory 
consisting of processed and unprocessed coffee, packaged 
coffee, tea, spices, and other non-perishable packaged food 
products of the Revolving Loan Borrowers including (subject 
to clause (iv) below) packaging supplies, but in any event 
shall not include (i) goods on consignment, (ii) damaged, stale 
or unsalable goods, (iii) goods located outside the United 
States, (iv) packaging supplies which exceed twelve percent 
(12%) of the amount of inventory at the time of 
determination, (v) inventory at any location other than real 
property owned by the Borrowers or leased by the Borrowers 
with respect to which a landlord's waiver has been obtained 
(except as set forth in Section 6.19 hereof), or any warehouse 
with respect to which a warehouseman's letter has been 
obtained (except with respect to inventory at locations as to 
which reserves with respect thereto have been established by 
the Agent in its discretion), (vi) obsolete or slow-moving 
goods and (vii) inventory of any type in excess of the 
requirements of such Revolving Loan Borrower at such time. 
The Agent may, as is set forth in Section 2.11 hereof, impose 
such reserves as it deems necessary or desirable in its 
discretion to maintain with respect to inventory.  Within each 
of the categories set forth in clauses (i) through (vii) above, 
the Agent may, in its discretion exercised in good faith, fix 
and revise standards of eligibility from time to time and 
determine whether any item of inventory is Eligible Inventory. 

"Eligible Receivables" shall mean in each case, 
provided that the Agent shall have a perfected first priority 
security interest therein, Receivables of the Revolving Loan 
Borrowers arising from transactions with third parties located 
in the United States, or Receivables of the Revolving Loan 
Borrowers arising from transactions with third parties located 
in Puerto Rico or Canada (but as to Customers located in 
Canada or Puerto Rico, only up to five percent (5%) of the 
aggregate face amount of all Eligible Receivables at any time 
outstanding) which Receivables, as of the date of 
computation, have been outstanding for not more than ninety 
(90) days from the date of invoice.  The Agent may, as is set 
forth in Section 2.11 hereof, impose such reserves as it deems 
reasonably necessary or desirable in its discretion to maintain 
with respect to Receivables. Within each of the categories set 
forth in clauses (i) through (xii) below, the Agent may, in its 
discretion exercised in good faith, fix and revise standards of 
eligibility from time to time and determine whether any 
Receivable is an Eligible Receivable.  Eligible Receivables in 
any event shall not include any (i) Receivable arising out of 
"bill and hold" transactions, conditional sales, guaranteed 
sales, consignment transactions or sale or return or any similar 
arrangement; (ii) "contra account," which shall mean any 
Receivables due from a Customer to which any Revolving 
Loan Borrower has any liability, direct or contingent, 
outstanding, in the amount and to the extent that such liability 
may be offset against such Receivables; (iii) Receivable 
subject to any right of offset or counterclaim in the amount 
and to the extent of such right of offset or counterclaim; (iv) 
Receivable which arises out of contracts other than normal 
purchase orders and invoices or which does not provide for 
payment in accordance with normal trade terms without offset 
rights; (v) Receivable arising from progress billings to a 
Customer; (vi) Receivable from a Customer other than 
Waldbaum, Wakefern and Supermarket General to the extent 
that the face amount of Receivables from such a Customer 
exceeds ten percent (10%) of the total face amount of all 
outstanding Eligible Receivables at any time (except to the 
extent that Receivables from such Customer in excess of such 
percentage have been approved by the Agent); (vii) 
Receivable from any of Waldbaum, Wakefern and 
Supermarket General exceeding the greater of $1,500,000 or 
fifteen percent (15%) of the total face amount of all 
outstanding Eligible Receivables; (viii) Receivable from any 
Customer if more than fifty percent (50%) of the face amount 
of Receivables from such Customer shall have been 
outstanding for more than ninety (90) days from the date of 
invoice; (ix) Receivable having a face amount of $5,000 or 
more which is in dispute; (x) Receivable due from a Customer 
with whose credit standing the Agent is no longer satisfied; 
(xi) Receivable from any Affiliate of any Borrower and (xii) 
Receivable which arises out of a contract with the United 
States of America or any department, agency or 
instrumentality thereof, unless the applicable Revolving Loan 
Borrower has taken all actions necessary to comply with the 
Federal Assignment of Claims Act.  The amount of Eligible 
Receivables calculated at any time in accordance with this 
definition shall be reduced by the amount of open credit 
balances aged over 90 days, if any.

"Environmental Claim" shall mean any written 
notice of violation, claim, demand, abatement or other order 
by any governmental authority or any person for personal 
injury (including sickness, disease or death), tangible or 
intangible property damage, damage to the environment, 
nuisance, pollution, contamination or other adverse effects on 
the environment, or for fines, penalties or deed or use 
restrictions, resulting from or based upon (i) the existence, or 
the continuation of the existence, of a Release (including, 
without limitation, sudden or non-sudden, accidental or 
nonaccidental Releases), of, or exposure to, any substance, 
chemical, material, pollutant, contaminant, odor or audible 
noise or other release or emission in, into or onto the 
environment (including, without limitation, the air, ground, 
water or any surface) at, in, by or from any of the properties 
of Chock or its subsidiaries, (ii) the environmental aspects of 
the transportation, storage, treatment or disposal of materials 
in connection with the operation of any of the properties of 
Chock or its subsidiaries or (iii) the violation, or alleged 
violation by Chock or its subsidiaries, of any statutes, 
ordinances, orders, rules, regulations, Permits or licenses of or 
from any governmental authority, agency or court relating to 
environmental matters connected with any of the properties of 
Chock or its subsidiaries, under any applicable Environmental 
Law.

"Environmental Laws" shall mean the 
Comprehensive Environmental Response, Compensation, and 
Liability Act (42 U.S.C.  9601 et seq.), the Hazardous 
Material Transportation Act (49 U.S.C.  1801 et seq.), the 
Resource Conservation and Recovery Act (42 U.S.C. 6901 et 
seq.), the Federal Water Pollution Control Act (33 U.S.C.  
1251 et seq.), the Oil Pollution Act of 1990 (P.L. 101-380), 
the Safe Drinking Water Act (42 U.S.C.  300(f), et seq.), the 
Clear Air Act (42 U.S.C. 7401 et seq.), the Toxic Substances 
Control Act, as amended (15 U.S.C.  2601 et seq.), the 
Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. 
 136 et seq.), and the Occupational Safety and Health Act 
(29 U.S.C.  651 et seq.), as such laws have been and 
hereafter may be amended or supplemented, and any related 
or analogous present or future Federal, state or local, statutes, 
rules, regulations, ordinances, licenses, permits and 
interpretations and orders of regulatory and administrative 
bodies.

"ERISA" shall mean the Employee Retirement 
Income Security Act of 1974, as amended, and the rules and 
regulations promulgated thereunder, as in effect from time to 
time.

"ERISA Affiliate" shall mean any trade or 
business (whether or not incorporated) which together with 
any of the Borrowers or any subsidiary of any thereof would 
be treated as a single employer under the provisions of Title I 
or Title IV of ERISA.

"ESOP" shall mean the Employee Stock 
Ownership Plan of Chock, effective as of January 1, 1988.

"Eurodollar Lending Office" shall mean, with 
respect to any Lender, the office of such Lender specified as 
its "Eurodollar Lending Office" opposite its name in Schedule 
2.03 annexed hereto (or, if no such office is specified, its 
Domestic Lending Office), or such other office of such 
Lender as such Lender may from time to time specify to the 
Borrowers and the Agent.

"Eurodollar Loan" shall mean a Loan based on 
the Adjusted LIBO Rate in accordance with Article II hereof.

"Event of Default" shall have the meaning 
assigned to such term in Article VIII hereof.

"Excess Cash Flow" shall mean, with respect to 
Chock and its subsidiaries for any period of determination 
thereof, an amount equal to (A) the sum of (i) Consolidated 
Net Income and (ii) Consolidated depreciation and 
amortization expense of Chock and its subsidiaries, minus (B) 
the sum of (i) the aggregate of payments of principal with 
respect to Indebtedness of Chock and its subsidiaries (other 
than payments with respect to the Revolving Credit Loans) 
during the period of determination,  and (ii) Capital 
Expenditures during the period of determination.

"Excess Cash Flow Prepayment" shall mean an 
amount equal to fifty percent (50%) of Excess Cash Flow, if 
any, for the Fiscal Year then ended.

"Federal Funds Effective Rate" shall mean, for 
any day, the weighted average of the rates on overnight 
Federal funds transactions with members of the Federal 
Reserve System arranged by Federal funds brokers, as 
published on the next succeeding Business Day by the Federal 
Reserve Bank of New York, or, if such rate is not so 
published for any day which is a Business Day, the average of 
the quotations for the day of such transactions received by the 
Agent from three Federal funds brokers of recognized 
standing selected by it.  If for any reason the Agent shall have 
determined (which determination shall be conclusive absent 
manifest error) that it is unable to ascertain the Federal Funds 
Effective Rate for any reason, including the inability or failure 
of the Agent to obtain sufficient quotations in accordance 
with the terms hereof, the Prime Rate shall be applicable in all 
cases where the Federal Funds Effective Rate would have 
applied hereunder until the circumstances giving rise to such 
inability no longer exist.  Any change in the Federal Funds 
Effective Rate shall be effective on the effective date of such 
change in the Federal Funds Effective Rate.

"Final Maturity Date" shall mean December 20, 
1999.

"Financial Officer" shall mean, with respect to 
any person, the chief financial officer of such person.

"First Amended and Restated Closing Date" 
shall mean December 4, 1992.

"First Amended and Restated Loan Agreement" 
shall mean the Amended and Restated Loan Agreement dated 
as of December 4, 1992, as amended.

"Fiscal Year" shall mean the fiscal year of each 
of the Borrowers for accounting purposes which in each case 
ends on July 31, or the last Friday or last Saturday of July of 
each year or on such other date as is determined by the 
Borrowers in accordance with Section 6.10 hereof.

"Fixed Charge Coverage Ratio" shall mean, 
with respect to Chock and its subsidiaries on a Consolidated 
basis for the applicable period of determination, the ratio of 
(A) EBITDA for the period of determination to (B) the sum of 
(i) the aggregate of payments of principal, if any, with respect 
to Indebtedness of Chock and its subsidiaries (other than 
Revolving Credit Loans) during the period of determination,  
plus (ii) Capital Expenditures during the period of 
determination, plus (iii) Interest Expense during the period of 
determination, plus (iv) all cash dividends paid, and 
repurchases and redemptions of capital stock, by Chock and 
its subsidiaries during the period of determination, plus (v) the 
aggregate of prepayments, repurchases, redemptions and 
retirements (other than by conversion into common stock of 
Chock) of Subordinated Indebtedness under Section 7.20 
hereof plus (vi) all taxes paid in cash during the period of 
determination. 

"Grantor" shall mean any Grantor, Pledgor or 
Debtor, as such terms are as defined in any of the Security 
Documents.

"Guarantee" shall mean any obligation, 
contingent or otherwise, of any person guaranteeing or having 
the economic effect of guaranteeing any Indebtedness or 
obligation of any other person in any manner, whether directly 
or indirectly and shall in any event include the Joint 
Guarantee, and shall include, without limitation, any 
obligation of such person, direct or indirect, to (i) purchase or 
pay (or advance or supply funds for the purchase or payment 
of) such Indebtedness or obligation or to purchase (or to 
advance or supply funds for the purchase of) any security for 
the payment of such Indebtedness or obligation, (ii) purchase 
property, securities or services for the purpose of assuring the 
owner of such Indebtedness or obligation of the payment of 
such Indebtedness or obligation, or (iii) maintain working 
capital, equity capital, available cash or other financial 
condition of the primary obligor so as to enable the primary 
obligor to pay such Indebtedness or obligation; provided, 
however, that the term Guarantee shall not include 
endorsements for collection or collections for deposit, in 
either case in the ordinary course of business.

"Guarantor" shall mean, collectively, each 
guarantor party to the Joint Guarantee and each person which 
becomes a guarantor of the Obligations after the date hereof.

"Hazardous Material" shall mean any pollutant, 
contaminant, chemical, or industrial or hazardous, toxic or 
dangerous waste, substance or material, defined or regulated 
as such in (or for purposes of) any Environmental Law and 
any other toxic, reactive, or flammable chemicals, including 
(without limitation) any asbestos, any petroleum (including 
crude oil or any fraction), any radioactive substance and any 
polychlorinated biphenyls; provided, in the event that any 
Environmental Law is amended so as to broaden the meaning 
of any term defined thereby, such broader meaning shall apply 
subsequent to the effective date of such amendment; and 
provided, further, to the extent that the applicable laws of any 
state establish a meaning for "hazardous material," "hazardous 
substance," "hazardous waste," "solid waste" or "toxic 
substance" which is broader than that specified in any 
Environmental Law, such broader meaning shall apply.

"Indebtedness" shall mean, with respect to any 
person, (a) all obligations of such person for borrowed money 
or with respect to deposits or advances of any kind, (b) all 
obligations of such person evidenced by bonds, debentures, 
notes or other similar instruments, (c) all obligations of such 
person for the deferred purchase price of property or services, 
except current accounts payable arising in the ordinary course 
of business and not overdue beyond such period as is 
commercially reasonable for such person's business, (d) all 
obligations of such person under conditional sale or other title 
retention agreements relating to property purchased by such 
person, (e) all payment obligations of such person with 
respect to interest rate or currency protection agreements, 
including, without limitation, the Rate Agreements, (f) all 
obligations of such person as an account party under any letter 
of credit or in respect of bankers' acceptances, (g) all 
obligations of any third party secured by property or assets of 
such person (regardless of whether or not such person is liable 
for repayment of such obligations), (h) all Guarantees of such 
person and (i) the redemption price of all redeemable 
preferred stock of such person, but only to the extent that such 
stock is redeemable at the option of the holder or requires 
sinking fund or similar payments at any time prior to the Final 
Maturity Date.

"Indemnitees" shall have the meaning assigned 
to such term in Section 11.04(c) hereof.

"Information" shall have the meaning assigned 
to such term in Section 11.11 hereof.

"Insurance Letter of Credit" shall have the 
meaning assigned such term in Section 2A.01 hereof.

"Interest Coverage Ratio" shall mean, with 
respect to Chock and its subsidiaries on a Consolidated basis 
for the applicable period of determination thereof, the ratio of 
(i) EBITDA to (ii) Interest Expense during the period of 
determination.

"Interest Expense" shall mean, with respect to 
Chock and its subsidiaries for the applicable period of 
determination thereof, the interest expense of Chock and its 
subsidiaries during such period determined on a Consolidated 
basis in accordance with generally accepted accounting 
principles consistently applied, and shall in any event include, 
without limitation, (i) the amortization of debt discounts, (ii) 
the amortization of all fees payable in connection with the 
incurrence of Indebtedness to the extent included in interest 
expense, (iii) the portion of any Capitalized Lease Obligation 
allocable to interest expense, (iv) all fixed and all calculable 
dividend payments on preferred stock and (v) payments of 
interest expense in kind.		

"Interest Payment Date" shall mean (i) in the 
case of a Prime Lending Rate Loan, the last day of each 
month and (ii) with respect to any Eurodollar Loan, the last 
day of the Interest Period applicable thereto.

"Interest Period" shall mean, as to any 
Eurodollar Loan, the period commencing on the date of such 
Eurodollar Loan and ending on the numerically corresponding 
day (or, if there is no numerically corresponding day, on the 
last day) in the calendar month that is three (3) months 
thereafter; provided however, that (x) if an Interest Period 
would end on a day that is not a Business Day, such Interest 
Period shall be extended to the next succeeding Business Day 
unless such next succeeding Business Day would fall in the 
next calendar month, in which case such Interest Period shall 
end on the next preceding Business Day, (y) no Interest 
Period shall end later than the Final Maturity Date and (z) 
interest shall accrue from and including the first day of an 
Interest Period to but excluding the last day of such Interest 
Period.

"Inventory Turnover" shall mean the quotient of 
(A) the product of (i) the aggregate value, computed at the 
lower of cost (on a FIFO basis) or current market value, of 
inventory of the Revolving Loan Borrowers on the first day of 
any calendar month and (ii) 30, and (B) the cost of goods sold 
of the Revolving Loan Borrowers during such calendar 
month.

"Issuing Lender" shall have the meaning 
assigned to such term in Section 2A.01 hereof.
"Joint Guarantee" shall mean the Joint 
Guarantee dated the First Amended and Restated Closing 
Date and substantially in the form of Exhibit H hereto, 
originally executed and delivered by Hillside Holding 
Corporation, DB Private Brands, Inc., Cain's Holding, Chock 
Coffeemaker Acquisition,  Inc. and CFN in favor of the 
Agent, as confirmed by the Confirmation of Guarantee dated 
as of January 1, 1996 by CFN and Cains Holding, the two 
remaining Guarantors thereunder.

"Lender" shall have the meaning assigned to 
such term in the preamble to this Agreement.

"Letter of Credit" shall have the meaning 
assigned to such term in Section 2A.01 hereof.

"Letter of Credit Usage" shall mean at any time 
(i) the aggregate undrawn amount of all outstanding Letters of 
Credit at such time plus (ii) the unreimbursed drawings under 
all Letters of Credit at such time.
 		
"LIBO Rate" shall mean, with respect to any 
Eurodollar Loan for any Interest Period, an interest rate per 
annum (rounded upwards, if necessary, to the next 1/16 of 
1%) equal to the rate at which dollar deposits approximately 
equal in principal amount to the Eurodollar Loan of the Agent 
and for a maturity equal to the applicable Interest Period are 
offered in immediately available funds to NatWest by leading 
banks in the London interbank market for Eurodollars at 
approximately 11:00 A.M., London time, two (2) Business 
Days prior to the first day of such Interest Period.

"Lien" shall mean, with respect to any asset, (i) 
any mortgage, lien, pledge, encumbrance, charge or security 
interest in or on such asset, (ii) the interest of a vendor or a 
lessor under any conditional sale agreement, capital lease or 
other title retention agreement relating to such asset, (iii) in 
the case of securities, any purchase option, call or similar 
right of a third party with respect to such securities or (iv) any 
other right of or arrangement with any creditor to have such 
creditor's claim satisfied out of such assets, or the proceeds 
therefrom, prior to the general creditors of the owner thereof.

"Line Amount" shall have the meaning assigned 
to such term in Section 2.01(b-1) hereof.

"Line Expiration Date" shall have the meaning 
assigned to such term in Section 2.01(b-1) hereof.

"Line Revolving Credit Loans" shall have the 
meaning assigned to such term in Section 2.01(b-1) hereof.

"Loan" shall mean any Term Loan or any 
Revolving Credit Loan, and "Loans" shall mean all Term 
Loans and all Revolving Credit Loans.

"Loan Documents" shall mean this Agreement, 
each Security Document, each Guarantee executed and 
delivered at any time with respect to the Obligations, the 
Notes and each other document, instrument, or agreement 
now or hereafter delivered to the Agent or any Lender in 
connection herewith or therewith.

"Margin Stock" shall have the meaning assigned 
to such term in Regulation U.

"Material Adverse Effect" shall mean a material 
adverse effect on (i) the business, assets, prospects, operations 
or financial condition of any person or its subsidiaries, (ii) the 
ability of Chock and its subsidiaries, Grantors or Guarantors 
to consummate the Transactions as contemplated hereunder or 
under the Acquisition Documents or to perform or pay the 
Obligations in accordance with the terms hereof or of any 
other Loan Document or (iii) the Agent's Lien on any material 
portion of the Collateral or the priority of such Lien.

"Mortgages" shall mean the mortgages and 
deeds of trust executed and delivered at any time and from 
time to time by Chock and its subsidiaries with respect to the 
real property of Chock and its subsidiaries, as each may be 
amended, modified or supplemented from time to time in 
accordance with its terms.

"Multiemployer Plan" shall mean a 
"multiemployer plan" as defined in Section 4001(a)(3) of 
ERISA.

"NatWest" shall mean NatWest Bank N.A.

"Net Amount of Eligible Inventory" shall mean 
and include at any time with respect to each Revolving Loan 
Borrower, without duplication, the aggregate value, computed 
at the lower of cost (on a FIFO basis) or current market value, 
of Eligible Inventory of such Revolving Loan Borrower.

"Net Amount of Eligible Receivables" shall 
mean and include at any time with respect to each Revolving 
Loan Borrower, without duplication, the gross amount of 
Eligible Receivables of such Revolving Loan Borrower at 
such time less (i) sales, excise or similar taxes, (ii) off-invoice 
allowances, in an amount estimated by Chock consistent with 
its past practices and as to which it has notified the Agent and 
(iii) returns, discounts, claims, credits and allowances of any 
nature at any time issued, owing, granted, outstanding, 
available or claimed.

"Non-Ratable Loans" shall have the meaning 
assigned to such term in Section 2.18(c)(iii) hereof.

"Notes" shall mean the Term Notes and the 
Revolving Credit Notes.

"'Obligations'' shall mean all 
obligations, liabilities and Indebtedness of 
Chock and its subsidiaries to the Lenders, 
the Issuing Lender and the Agent, whether now 
existing or hereafter created, direct or 
indirect, due or not, whether created 
directly or acquired by assignment, 
participation or otherwise, including 
without limitation all obligations, 
liabilities and Indebtedness of Chock and its 
subsidiaries with respect to the Rate 
Agreements, the Security Documents and other 
Loan Documents, the principal of and 
interest on the Revolving Credit Loans, the 
Term Loans and the payment or performance of 
all other obligations, liabilities, and 
Indebtedness of the Borrowers to the Lenders, 
the Issuing Lender and the Agent hereunder, or 
under any one or more of the other Loan 
Documents or Letters of Credit, including 
without limitation all fees, costs, expenses 
and indemnity obligations hereunder and 
thereunder.

"Original Loan Agreement" shall mean the 
Amended and Restated Loan Agreement made September 19, 
1989 by and between Chock and NatWest, as amended, and 
including all related inventory and receivables loan 
agreements incorporated by reference therein.

"Original Note" shall mean the Substitute Term 
Note dated September 19, 1989 in the principal amount of 
$8,875,000, made by Chock to the order of NatWest.

"Other Taxes" shall have the meaning assigned 
to such term in Section 2.15(b) hereof.

"PBGC" shall mean the Pension Benefit 
Guaranty Corporation.

"Pension Plan" shall mean any Plan which is 
subject to the provisions of Title IV of ERISA, other than a 
Multiemployer Plan.

"Permits" shall have the meaning assigned to 
such term in Section 4.18 hereof.
"person" shall mean any natural person, 
corporation, business trust, association, company, joint 
venture, partnership or government or any agency or political 
subdivision thereof.

"Plan" shall mean any employee benefit plan 
within the meaning of Section 3(3) of ERISA and which is 
maintained (in whole or in part) for employees of the 
Borrowers, any subsidiary or any ERISA Affiliate.

"Pledge Agreement" shall mean the Amended 
and Restated Pledge Agreement dated as of the First 
Amended and Restated Closing Date, between the Grantor(s) 
and the Agent, for the benefit of the Lenders, in substantially 
the form of Exhibit D annexed hereto, as amended, modified 
or supplemented from time to time.

"Pledge Agreement (Investment Account)" shall 
mean the Pledge Agreement (Investment Account) dated as of 
the First Amended and Restated Closing Date between Chock 
and the Agent, together with each Notification to Broker 
Letter delivered pursuant thereto, as amended, modified or 
supplemented from time to time.

"Pledged Stock" shall have the meaning 
assigned to such term in the Pledge Agreement.

"Prime Rate" shall mean the rate which 
NatWest announces from time to time as its prime lending 
rate, as in effect from time to time.  The Prime Rate is a 
reference rate and does not necessarily represent the lowest or 
best rate actually charged to any customer.  NatWest may 
make commercial loans or other loans at rates of interest at, 
above or below the Prime Rate.  Any change in the Prime 
Rate shall be effective hereunder on the effective date of such 
change as announced by NatWest.

"Prime Lending Rate Loan" shall mean a Loan 
based on the Prime Lending Rate in accordance with Article 
II hereof. 

"Private Brands, L.P." shall mean the former 
Private Brands Coffee & Tea Company, L.P., a Missouri 
Limited Partnership of which DBPI was the general partner.

"Private Brands Note" shall mean the Revolving 
Credit Promissory Note dated December 4, 1992, in the 
principal amount of up to $3,407,000, by Private Brands, L.P. 
in favor of Chock.

"Quikava" shall have the meaning assigned to 
such term in the preamble to this Agreement.
"Quikava Advances" shall have the meaning 
assigned thereto in Section 2.01(b) hereof.

"Quikava Asset Purchase Agreement" shall 
mean the Asset Purchase Agreement dated as of March 11, 
1994 by and among Chock, Quikava and certain other parties 
thereto. 

"Quikava Partnership" shall mean the Quikava 
Natick Limited Partnership, a limited partnership formed 
under the laws of the State of Massachusetts of which 
Quikava is the general partner.
 
"Rate Agreements" shall mean interest rate 
swap, collar, cap or similar hedging agreements purchased by 
the Borrowers on terms and conditions (including, without 
limitation, with respect to collateral security therefor) as shall 
be reasonably satisfactory to the Required Lenders.

"Receivable Turnover" shall mean the quotient 
of (A) the product of (i) the total face amount of Receivables 
of the Revolving Loan Borrowers on the first day of any 
calendar month (less off-invoice allowances in an amount 
estimated by Chock, consistent with its past practices, and as 
to which it has notified the Agent) and (ii) 30, and (B) the 
gross amount of collections by the Revolving Loan Borrowers 
with respect to Receivables of the Revolving Loan Borrowers 
during such calendar month.

"Receivables" shall mean and include all of the 
Borrowers' accounts, instruments, documents, chattel paper 
and general intangibles, whether secured or unsecured, 
whether now existing or hereafter created or arising, and 
whether or not specifically assigned to the Agent for the 
ratable benefit of the Lenders.

"Register" shall have the meaning assigned to 
such term in Section 11.03(e) hereof.

"Regulation G" shall mean Regulation G of the 
Board, as the same is from time to time in effect, and all 
official rulings and interpretations thereunder or thereof.

"Regulation T" shall mean Regulation T of the 
Board, as the same is from time to time in effect, and all 
official rulings and interpretations thereunder or thereof.

"Regulation U" shall mean Regulation U of the 
Board, as the same is from time to time in effect, and all 
official rulings and interpretations thereunder or thereof.

"Regulation X" shall mean Regulation X of the 
Board, as the same is from time to time in effect, and all 
official rulings and interpretations thereunder.

"Release" shall mean any releasing, spilling, 
leaking, seepage, pumping, pouring, emitting, emptying, 
discharging, injecting, escaping, leaching, disposing or 
dumping, in each case as defined in Environmental Law, and 
shall include any "Threatened Release," as defined in 
Environmental Law.

"Remedial Work" shall mean any investigation, 
site monitoring, containment, cleanup, removal, restoration or 
other remedial work of any kind or nature with respect to any 
property of Chock or its subsidiaries (whether such property is 
owned, leased, subleased or used), including, without 
limitation, with respect to Contaminants and the Release 
thereof.

"Reportable Event" shall mean a Reportable 
Event as defined in Section 4043(b) of ERISA, other than an 
event with respect to which the 10-day notice requirement has 
been waived under regulations promulgated by the PBGC.

"Required Lenders" shall mean Lenders having 
66-2/3% of the Total Commitment.

"Responsible Officer" shall mean, with respect 
to any person, the chairman of the board of directors, or any 
vice-chairman, any vice president or president, or the chief 
financial officer or controller, of such person.

  	"Revolving Credit Commitment" shall mean, at 
any time, with respect to any Lender, an amount equal to such 
Lender's pro rata share (as set forth in Schedule 2.01(b) 
annexed hereto) of the Revolving Credit Facility, as the same 
may be reduced from time to time pursuant to the terms of this 
Agreement including, without limitation, Sections 2.01(b-1) 
and 2.07 hereof.

"Revolving Credit Eurodollar Loan" shall mean 
a Revolving Credit Loan that is a Eurodollar Loan.


"Revolving Credit Facility" shall mean, at any 
time, an amount equal to the Total Commitment (as such may 
be reduced in accordance with the terms hereof), minus the 
Term Loan Facility.

"Revolving Credit Loan" shall mean a 
Revolving Credit Loan made pursuant to Sections 2.01 and 
2.02 hereof.

"Revolving Credit Notes" shall mean the 
Revolving Credit Notes executed and delivered as provided in 
Section 2.04 hereof, in substantially the form of Exhibit B 
annexed hereto, as amended, modified or supplemented from 
time to time.

"Revolving Credit Prime Lending Rate Loan" 
shall mean a Revolving Credit Loan that is a Prime Lending 
Rate Loan.  

"Revolving Credit Termination Date" shall 
mean the earlier to occur of (i) the Final Maturity Date and 
(ii) such date as the Revolving Credit Loans shall otherwise 
be payable in full and the Revolving Credit Facility and 
Revolving Credit Commitments shall be terminated in 
accordance with the terms of this Agreement.		

"Revolving Loan Borrowers" shall mean Chock, 
Cain's and Quikava.
 
"Security Agreement" shall mean the Amended 
and Restated Security Agreement dated as of the First 
Amended and Restated Closing Date, between the Grantor(s) 
and the Agent, for the benefit of the Lenders, substantially in 
the form of Exhibit E annexed hereto, as amended, modified 
or supplemented from time to time.

"Security Agreement - Patents and Trademarks" 
shall mean the Security Agreement and Mortgage - Patents 
and Trademarks, dated as of the First Amended and Restated 
Closing Date, between the Debtor(s) and the Agent, for the 
benefit of the Lenders, substantially in the form of Exhibit G 
annexed hereto, as amended, modified or supplemented from 
time to time.

"Security Documents" shall mean the Pledge 
Agreement, the Security Agreement, the Security Agreement - 
Patents and Trademarks, the Assignment of Contract, the 
Mortgages, the Chock Collateral Assignment (Dana Brown), 
the Pledge Agreement (Investment Account) and each other 
agreement now existing or hereafter created providing 
collateral security for the payment or performance of any 
Obligations.

"Settlement Date" shall mean each Business 
Day after the First Amended and Restated Closing Date 
selected by the Agent in its sole discretion subject to and in 
accordance with the provisions of Section 2.18(c) as of which 
a Settlement Report is delivered by the Agent and on which 
settlement is to be made among the Lenders in accordance 
with the provisions of Section 2.18 hereof.

"Settlement Report" shall mean each report, 
substantially in the form attached hereto as Exhibit I hereto, 
prepared by the Agent and delivered to each Lender and 
setting forth, among other things, as of the Settlement Date 
indicated thereon and as of the next preceding Settlement 
Date, the aggregate principal balance of all Revolving Credit 
Loans outstanding, each Lender's ratable portion thereof, each 
Lender's Revolving Credit Loans and all Non-Ratable Loans 
made, and all payments of principal received by the Agent 
from the Revolving Loan Borrowers during the period 
beginning on such next preceding Settlement Date and ending 
on such Settlement Date.

  	     "Subordinated Indebtedness" shall mean, with 
respect to any of the Borrowers, Indebtedness subordinated in 
right of payment to such person's monetary obligations under 
this Agreement upon terms satisfactory to and approved in 
writing by the Required Lenders, to the extent it does not by 
its terms mature or become subject to any mandatory 
prepayment or amortization of principal prior to the Final 
Maturity Date, and shall in any event include the Indebtedness 
of Chock pursuant to the Subordinated Indentures.

"Subordinated Indentures" shall mean (i) the 
Indenture dated as of September 25, 1986 between Chock and 
Manufacturers Hanover Trust Company with respect to the 
issuance of 8% Convertible Subordinated Debentures due 
September 15, 2006 in the original aggregate amount of 
$50,000,000 and (ii) the Indenture dated as of April 1, 1987 
between Chock and IBJ Schroder Bank & Trust Company 
with respect to the issuance of 7% Convertible Senior 
Subordinated Debentures due April 1, 2012 in the original 
aggregate amount of $60,000,000, in each case as in effect on 
the First Amended and Restated Closing Date.

"subsidiary" shall mean, with respect to any 
person, the parent of such person, any corporation, association 
or other business entity of which securities or other ownership 
interests representing more than 50% of the ordinary voting 
power are, at the time as of which any determination is being 
made, owned or controlled, directly or indirectly, by the 
parent or one or more subsidiaries of the parent. 

"Tax Indemnity Agreement" shall mean the Tax 
Indemnity Agreement dated as of December 4, 1992 by and 
among Chock, Nestle Beverage Company, Inc., a Delaware 
corporation, Cain's and Nestle Holdings, Inc., a Delaware 
corporation.

"Taxes" shall have the meaning assigned to such 
term in Section 2.15(a) hereof.

"Term Eurodollar Loan" shall mean a Term 
Loan that is a Eurodollar Loan.

"Term Loan Borrowers" shall have the meaning 
assigned to such term in Section 2.01 hereof.

"Term Loan Commitment" shall mean, at any 
time with respect to any Lender, an amount equal to such 
Lender's pro rata share (as set forth in Schedule 2.01(a) 
hereto) of the Term Loan Facility (as the same shall be 
reduced from time to time in accordance with the terms 
hereof).

"Term Loan Facility" shall mean, at any time, 
the amount of the Term Loans outstanding at such time.

"Term Loans" shall mean the Term Loans made 
pursuant to Sections 2.01 and 2.02.

"Term Notes" shall mean the Term Notes 
executed and delivered as provided in Section 2.04, in 
substantially the form of Exhibit A hereto, as amended, 
modified or supplemented from time to time.

Term Prime Lending Rate Loan" shall mean a 
Term Loan that is a Prime Lending Rate Loan.  

"Total Commitment" shall mean the sum of the 
Lenders' Total Term Loan Commitment and Total Revolving 
Credit Commitment, as the same may be reduced from time to 
time pursuant to the terms of this Agreement including, 
without limitation, Section 2.01(b-1) and Section 2.07 hereof.

"Total Facility" shall mean the Revolving Credit 
Facility together with the Term Loan Facility.

"Total Revolving Credit Commitment" shall 
mean the sum of the Lenders' Revolving Credit Commitments 
as the same may be reduced from time to time pursuant to the 
terms of this Agreement including, without limitation, Section 
2.01(b-1) and Section 2.07.

"Total Term Loan Commitment" shall mean 
$10,000,000.

"Total Unsubordinated Liabilities" shall mean, 
with respect to Chock and its subsidiaries, the total of all 
items which would properly be included as liabilities on a 
balance sheet, determined in accordance with generally 
accepted accounting principles consistently applied, excluding 
Subordinated Indebtedness, capital stock, additional paid in 
capital, capital surplus, retained earnings, minority interests, 
contingency reserves and deferred income taxes.

"Trade Letter of Credit" shall have the meaning 
assigned such term in Section 2A.01 hereof."

"Transactions" shall have the meaning assigned 
to such term in Section 4.02 hereof.

"Undrawn Availability" shall mean, at any time, 
an amount equal to (A) the lesser of (i) the Total Revolving 
Credit Commitment and (ii) the Borrowing Base minus the 
Availability Reserve at such time and minus all reserves at 
such time which have been established by the Agent under 
Section 2.11 hereof, minus (B) all Revolving Credit Loans 
outstanding at such time and the Letter of Credit Usage at 
such time.

Unless otherwise expressly provided herein, 
each accounting term used herein shall have the meaning 
given it under generally accepted accounting principles in 
effect from time to time in the United States applied on a 
basis consistent with those used in preparing the financial 
statements referred to in Section 6.05 hereof; provided, 
however, that each reference in Article VII hereof, or in the 
definition of any term used in Article VII hereof, to generally 
accepted accounting principles shall mean generally accepted 
accounting principles as in effect on the date hereof.

The terms "Amended and Restated Loan 
Agreement," "Loan Agreement," "Credit Agreement" and 
similar references as used in the documents, instruments and 
agreements executed and delivered in connection with the 
First Amended and Restated Loan Agreement, shall mean the 
First Amended and Restated Loan Agreement as amended and 
restated hereby in its entirety, and each of such documents, 
instruments and agreements is hereby so amended.


II.  THE LOANS

SECTION 2.01.  Term Loan Commitments and 
Revolving Credit Commitments.   (a)  The Lenders made 
"Term Loans" on the First Amended and Restated Closing 
Date to (i) Chock in the aggregate amount of $11,000,000, (ii) 
Cain's in the aggregate amount of $2,200,000, (iii) 
Broadworth in the aggregate amount of $3,000,000, (iv) 
Chock Realty in the aggregate amount of $2,300,000 and (v) 
Hillside Coffee of California, Inc. in the aggregate amount of 
$1,500,000 (Chock, Cain's, Broadworth and Chock Realty 
each a "Term Loan Borrower" and, collectively, the "Term 
Loan Borrowers").  The aggregate outstanding principal 
amount of the "Term Loans" under the First Amended and 
Restated Loan Agreement on the Closing Date was 
$10,000,000.  Upon the satisfaction of the conditions on the 
Closing Date in accordance with Section 5.03 hereof, the 
interest of the Lenders in "Term Loans" outstanding under the 
First Amended and Restated Credit Agreement shall become 
and be for all purposes Term Loans made by the Lenders 
hereunder, subject to their respective Term Loan 
Commitments set forth on Schedule 2.01(a) hereto and 
evidenced by the Term Notes payable to each issued on the 
First Amended and Restated Closing Date which shall be 
deemed for all purposes hereunder Term Notes issued 
pursuant to this Agreement.

(b)	Subject to the terms and conditions and 
relying upon the representations and warranties herein set 
forth, each Lender, severally and not jointly, agrees to make 
Revolving Credit Loans to the Revolving Loan Borrowers, at 
any time and from time to time from the date hereof to the 
Revolving Credit Termination Date, or until the earlier termi-
nation of its Revolving Credit Commitment in accordance 
with the terms hereof, in an aggregate principal amount at any 
time outstanding not to exceed the amount of such Lender's 
Revolving Credit Commitment set forth opposite its name in 
Schedule 2.01(b) annexed hereto, as such Revolving Credit 
Commitment may be reduced from time to time in accordance 
with the provisions of this Agreement including, without 
limitation, Section 2.01(b-1) hereof.  Notwithstanding the 
foregoing, but subject in any event to the provisions contained 
in Section 2.01(c) below, and the limitations contained in 
Sections 2.01 (b-1) and (d) below, the aggregate amount of 
Revolving Credit Loans outstanding at any time to

(A)	Chock shall not exceed (I) an amount 
(the "Chock Borrowing Base") equal to the sum of (i) 80% of 
the Net Amount of Eligible Receivables of Chock, plus (ii) 
60% of the Net Amount of Eligible Inventory of Chock, 
minus (II) the Letter of Credit Usage at such time which shall 
not in any event exceed $6,000,000 at any time,

(B)	Cain's shall not exceed an amount (the 
"Cain's Borrowing Base") equal to the sum of (i) 80% of the 
Net Amount of Eligible Receivables of Cain's, plus (ii) 60% 
of the Net Amount of Eligible Inventory of Cain's, and

(C)	Quikava (each Revolving Credit Loan to 
Quikava referred to herein from time to time as a "Quikava 
Advance") shall not exceed an amount (the "Quikava 
Borrowing Base" and together with the Chock Borrowing 
Base and Cain's Borrowing Base, the "Borrowing Base") 
equal to the lesser of (I) $2,500,000 and (II) the sum of (i) 
80% of the Net Amount of Eligible Receivables of Quikava, 
plus (ii) 60% of the Net Amount of Eligible Inventory of 
Quikava, minus (iii) amounts outstanding at such time under 
Section 7.06(i) hereof;

provided, however, that in no event shall the aggregate of all 
Revolving Credit Loans at any time outstanding exceed the 
Borrowing Base minus (x) $2,000,000 and minus (y) the 
Letter of Credit Usage at such time; provided, further, that in 
no event shall the aggregate amount of Revolving Credit 
Loans at any time made against the Net Amount of Eligible 
Inventory exceed $32,500,000.

Upon the making of the Revolving Credit Loans 
on the Closing Date in accordance with Section 5.03, the 
interest of the Lenders in the "Revolving Credit Loans" 
outstanding under the First Amended and Restated Credit 
Agreement shall become and be for all purposes Revolving 
Credit Loans made by the Lenders hereunder subject to their 
respective Revolving Credit Commitments set forth on 
Schedule 2.01(b), evidenced by the Revolving Credit Notes 
payable to each.

The Chock Borrowing Base and Cain's 
Borrower Base shall be computed monthly (or more 
frequently in the discretion of the Agent) (provided, however, 
that with respect to finished goods inventory and packaging 
supplies inventory, the computations shall be as of the last day 
of the month just ended) and a compliance certificate from a 
Responsible Officer of Chock presenting such computation 
will be delivered to the Agent in accordance with Section 6.05 
hereof; the computation provided in such certificate shall 
include a breakdown for each of Chock and Cain's. The Agent 
shall have the right in its discretion to require that a Quikava 
Borrowing Base be computed and compliance certificate be 
delivered to the Agent, in each case in accordance with the 
prior sentence.

(b-1)	Notwithstanding anything to the contrary 
set forth herein, it is hereby agreed that the Total Revolving 
Credit Commitment shall be automatically and permanently 
reduced, pro rata among the Lenders, on December 31, 1996 
(the "Line Expiration Date") by the amount of $20,000,000 
(the "Line Amount") and Schedule 2.01(b) hereto shall be 
deemed amended to give effect thereto.  If at any time prior to 
the Line Expiration Date, the sum of (i) Term Loans 
outstanding, (ii) Letter of Credit Usage and (iii) Revolving 
Credit Loans outstanding, shall exceed $20,000,000, then all 
amounts in excess of $20,000,000 shall be deemed to be 
Revolving Credit Loans outstanding under the Line Amount 
(sometimes referred to herein as "Line Revolving Credit 
Loans").  On the Line Expiration Date, the Borrowers shall 
prepay so much of the Revolving Credit Loans as shall be 
necessary in order that the aggregate principal amount of the 
Revolving Credit Loans outstanding, plus the Letter of Credit 
Usage, plus the Term Loans outstanding shall not exceed the 
lesser of (i) the Total Revolving Credit Commitment 
following such reduction by the Line Amount and (ii) the 
Borrowing Base minus the Availability Reserve.

(c)(i)	In addition to reductions, if any, in 
accordance with clauses (ii) and (iii) of this paragraph (c), if 
the average of the Receivable Turnover during any three 
consecutive months shall exceed 40 days, the advance rate set 
forth in each of clauses(A)(I)(i) and (B)(i) of Section 2.01(b) 
above shall be reduced by one percent (1%) for each day by 
which the average shall exceed 40 days; provided, however, 
that such reduction in the advance rate shall be reversed to the 
extent that the average (rounded to the nearest whole number) 
of the Receivable Turnover at the end of any two (2) 
consecutive periods of three (3) months, results in a reduction 
in the advance rate less than that presently in effect. 

(ii)	In addition to reductions, if any, in 
accordance with clauses (i) and (iii) of this paragraph (c), (x) 
if the Dilution during any three consecutive months shall 
exceed twelve percent (12%) but be less than seventeen 
percent (17%), the advance rate set forth in each of 
clauses(A)(I)(i) and (B)(i) of Section 2.01(b) above shall be 
reduced by five percent (5%) and (y) if the Dilution shall be 
equal to or greater than seventeen percent (17%) during any 
three consecutive months, the advance rate set forth in each of 
clauses (A)(I)(i) and (B)(i) of Section 2.01(b) above shall be 
reduced by ten percent (10%); provided, however, that such 
reduction in the advance rate shall be reversed to the extent 
that the average (rounded to the nearest whole number) of the 
Dilution at the end of any two (2) consecutive periods of three 
(3) months, results in a reduction in the advance rate less than 
that presently in effect.

 		(iii)	In addition to reductions, if any, in 
accordance with clauses (i) and (ii) of this paragraph (c), (x) if 
the average of Inventory Turnover during any three 
consecutive months shall exceed 80 days but be less than 85 
days, the advance rate set forth in each of clauses(A)(I)(ii) 
and (B)(ii) of Section 2.01(b) above shall be reduced by five 
percent (5%), and (y) if the average of Inventory Turnover 
during any three consecutive months shall be equal to or 
greater than 85 days, the advance rate set forth in each of 
clauses (A)(I)(ii) and (B)(ii) of Section 2.01(b) above shall be 
reduced by ten percent (10%); provided, however, that such 
reduction in the advance rate shall be reversed to the extent 
that the average (rounded to the nearest whole number) of the 
Inventory Turnover at the end of any two (2) consecutive 
periods of three (3) months, results in a reduction in the 
advance rate less than that presently in effect.
 
(d)	Subject to the foregoing and within the 
foregoing limits, the Revolving Loan Borrowers may borrow, 
repay (or, subject to the provisions of Section 2.09 hereof, 
prepay) and reborrow Revolving Credit Loans, on and after 
the date hereof and prior to the Revolving Credit Termination 
Date, subject to the terms, provisions and limitations set forth 
herein, including, without limitation, (i) the requirement that 
no Revolving Credit Loan shall be made hereunder if after 
giving effect thereto the sum of the aggregate principal 
amount of the Revolving Credit Loans outstanding and the 
Letter of Credit Usage at such time hereunder would exceed 
the lesser of (x) the Total Commitment (as such amount may 
be reduced pursuant to the provisions of this Agreement 
including, without limitation, Section 2.01(b-1)), minus the 
Term Loan Facility at such time, and (y) the Borrowing Base, 
minus the Availability Reserve at such time and (ii) that at 
any time there shall be s outstanding, all repayments and 
prepayments shall be deemed applied first to such Line 
Revolving Credit Loans and upon payment of such Loans in 
full, to the other Revolving Credit Loans then outstanding. 

SECTION 2.02.  Loans.  (a)  The Revolving 
Credit Loans made on any date shall be in the minimum 
amount of $25,000 and in integral multiples of $25,000; 
provided, however, that Revolving Credit Eurodollar Loans 
made on any date shall be in a minimum aggregate principal 
amount of $1,500,000.

(b)	Subject to the provisions of Sections 2.17 
and 2.18 hereof, Loans shall be made ratably by the Lenders 
in accordance with their respective Term Loan Commitments 
or Revolving Credit Commitments, as the case may be; 
provided, however, that the failure of any Lender to make any 
Loan shall not in itself relieve any other Lender of its 
obligation to lend hereunder.  The Term Loan shall be 
evidenced by the Term Notes referred to in Section 2.04.  The 
initial Revolving Credit Loans shall be made by the Lenders 
against delivery of Revolving Credit Notes, payable to the 
order of the Lenders, as referred to in Section 2.04 hereof.

(c)	Subject to the provisions of paragraph (e) 
below and to the provisions of Sections 2.17 and 2.18 hereof, 
each Lender shall make its Revolving Credit Loans on the 
proposed dates thereof by paying the amount required to the 
Agent in New York, New York in immediately available 
funds not later than 12:00 noon, New York City time, and the 
Agent shall as soon as practicable, but in no event later than 
5:00 p.m., New York City time, credit the amounts so 
received to the general deposit account of the Borrowers with 
the Agent in immediately available funds or, if Loans are not 
to be made on such date because any condition precedent to a 
borrowing herein specified is not met, return the amounts so 
received to the respective Lenders.

(d)	Each Loan shall be either a Prime 
Lending Rate Loan or a Eurodollar Loan, as the Borrowers 
may request pursuant to Section 2.03 hereof.  Each Lender 
may fulfill its obligations under this Agreement by causing its 
Applicable Lending Office to make such requested Loan; 
provided, however, that the exercise of such option shall not 
affect the obligation of the Borrowers to repay such Loan in 
accordance with the terms of the applicable Note.  In any 
event, not more than three (3) Eurodollar Loans may be 
outstanding at any one time.
(e)	The Borrowers shall have the right at any 
time upon prior irrevocable written, telex or facsimile notice 
(promptly confirmed in writing) to the Agent given in the 
manner and at the times specified in Section 2.03 with respect 
to the Loans into which conversion or continuation is to be 
made, to convert all or any portion of Eurodollar Loans into 
Prime Lending Rate Loans, to convert all or any portion of 
Prime Lending Rate Loans into Eurodollar Loans, and to 
continue all or any portion of any Loans into a subsequent 
Interest Period, subject to the terms and conditions of this 
Agreement (including the last sentence of Section 2.02(d) 
hereof) and to the following:

(i)	in the case of a conversion or 
continuation of fewer than all the Loans, the 
aggregate principal amount of Loans converted 
or continued shall not be less than $1,500,000 in 
the case of Prime Lending Rate Loans or 
$1,500,000 in the case of Eurodollar Loans and 
shall be an integral multiple of $1,000,000;

(ii)	accrued interest on a Loan (or 
portion thereof) being converted or continued 
shall be paid by the Borrowers at the time of 
conversion or continuation;

   	(iii)	no Eurodollar Loan may be 
converted at any time other than at the end of 
the Interest Period applicable thereto;

    	(iv)	any portion of a Revolving Credit 
Loan which is subject to an Interest Period 
ending on a date that is less than three (3) 
months prior to the Revolving Credit 
Termination Date or Line Expiration Date, as 
applicable may not be converted into, or 
continued as, a Eurodollar Loan and shall be 
automatically converted at the end of such 
Interest Period into a Prime Lending Rate Loan; 

(v)	any portion of a Term Eurodollar 
Loan required to be paid on any Repayment 
Date or the Final Maturity Date, as the case may 
be, occurring less than three (3) months after the 
end of the then current Interest Period 
applicable to such Loan, may not be converted 
into, or continued as, a Term Eurodollar Loan 
and shall be automatically converted at the end 
of such Interest Period into a Prime Lending 
Rate Loan; and

    	(vi)	no Default or Event of Default 
shall have occurred and be continuing.

If the Borrower shall not have given timely 
notice to continue any Eurodollar Loan into a subsequent 
Interest Period (and shall not otherwise have given notice to 
convert such Loan), such Loan (unless repaid or required to 
be repaid pursuant to the terms hereof) shall, subject to (iv) 
and (v) above, automatically be converted into a Prime 
Lending Rate Loan.  The Agent shall promptly advise the 
Lenders of any notice given pursuant to this Section and of 
each Lender's portion of the continuation or conversion 
hereunder.

SECTION 2.03.  Notice of Loans.  The 
Borrowers shall, through a Responsible Officer, give the 
Agent irrevocable written, telex or facsimile notice (promptly 
confirmed in writing) of each borrowing (including, without 
limitation, a conversion as permitted by Section 2.02(e) 
hereof) not later than 11:00 A.M., New York City time, (i) 
three (3) Business Days before a proposed Eurodollar Loan 
borrowing or conversion and (ii) on the day of a Prime 
Lending Rate Loan borrowing or conversion.  Such notice 
shall specify (x) whether the Loans then being requested are 
to be Prime Lending Rate Loans or Eurodollar Loans and (y) 
the date of such borrowing (which shall be a Business Day) 
and amount thereof (which amount if requesting Eurodollar 
Loans shall be in a minimum aggregate principal amount of 
$1,500,000). If no election as to the type of Loan is specified 
in any such notice, all such Loans shall be Prime Lending 
Rate Loans.  The Agent shall advise the Lenders of any notice 
given pursuant to this Section 2.03 on the day such notice is 
received by the Agent and of each Lender's portion of the 
requested borrowing.

SECTION 2.04.  Notes; Repayment of Loans.  
(a)  The Term Loans made by a Lender shall be evidenced by 
the Term Note from each Term Loan Borrower which was 
duly executed and delivered on behalf of such Term Loan 
Borrower on the First Amended and Restated Closing Date, in 
substantially the form of Exhibit A annexed hereto.  All 
Revolving Credit Loans made by a Lender to the Revolving 
Loan Borrowers shall be evidenced by a single Revolving 
Credit Note, duly executed on behalf of the Revolving Loan 
Borrowers, dated the Closing Date, in substantially the form 
of Exhibit B annexed hereto, delivered and payable to such 
Lender in a principal amount equal to such Lender's 
Revolving Credit Commitment on such date.  The outstanding 
balance of each Revolving Credit Loan, as evidenced by any 
such Revolving Credit Note, shall mature and be due and 
payable on the Revolving Credit Termination Date.

(b)	Each Revolving Credit Note shall bear 
interest from its date on the outstanding principal balance 
thereof, as provided in Section 2.05 hereof.

(c)	The Term Loan shall be due and payable 
in full on the Revolving Credit Termination Date.  Each Term 
Note shall bear interest from January 1, 1996 on the 
outstanding principal balance thereof, as provided in Section 
2.05.  All payments made with respect to the Term Loan 
Facility shall be distributed ratably among the Lenders in 
accordance with their respective Term Loan Commitments as 
set forth in Section 2.18(a) hereof.  The Term Loan may not 
be prepaid without the consent of the Lenders unless the 
Borrowers shall elect to terminate the Total Facility in 
accordance with Section 2.07 hereof.

(d)	Each Lender, or the Agent on its behalf, 
shall, and is hereby authorized by the Borrowers to, endorse 
on the schedule attached to the Term Note or Revolving 
Credit Note, as applicable, of such Lender (or on a 
continuation of such schedule attached to such Note and made 
a part thereof) an appropriate notation evidencing the date and 
amount of each Loan to the Borrowers from such Lender, as 
well as the date and amount of each payment and prepayment 
with respect thereto; provided, however, that the failure of 
any person to make such a notation on a Note shall not affect 
any obligations of the Borrowers under such Note.  Any such 
notation shall be conclusive and binding as to the date and 
amount of such Loan or portion thereof, or payment or 
prepayment of principal or interest thereon, absent manifest 
error.

(e)	The Borrowers hereby irrevocably 
authorize and direct the Agent on behalf of itself and the 
Lenders to charge the accounts of the Borrowers with the 
Agent for all amounts which may now or hereafter be due and 
payable by the Borrowers and their subsidiaries hereunder or 
under any other Loan Document including, without limitation, 
all amounts of principal and interest, fees and expenses; 
provided, however, that with respect to fees due third parties 
which are invoiced to the Agent or the Lenders and for which 
the Borrowers are obligated hereunder, the accounts of the 
Borrowers shall not be charged until 45 days have elapsed 
from the date of demand by the Agent for payment thereof by 
the Borrowers.  If at any time there is not sufficient 
availability to cover any of the payments referred to in the 
prior sentence, and, in any event, upon the occurrence and 
during the continuance of any Default, Borrowers shall make 
any such payments to the Agent on demand.

SECTION 2.05.  Interest on Loans.   (a)  
Subject to Section 2.05(b), Section 2.05(c) and Section 2.08 
hereof, the following interest rates shall apply: 

(i)	with respect to that portion of the Term 
Loans and Revolving Credit Loans which at any time, 
together with the Letter of Credit Usage at such time, 
are in an aggregate outstanding principal amount of 
less than $15,000,000, (x) such portion of the 
Revolving Credit Prime Lending Rate Loans and Term 
Prime Lending Rate Loans shall bear interest at a rate 
per annum equal to the Prime Rate and (y) such portion 
of the Revolving Credit Eurodollar Loan and Term 
Eurodollar Loans shall bear interest at a rate per annum 
equal to the Adjusted LIBO Rate plus one and three 
quarter percent ( 13/4%); and

(ii)	with respect to that portion of the Term 
Loans and Revolving Credit Loans which at any time, 
together with the Letter of Credit Usage at such time, 
are in an aggregate outstanding principal amount of 
$15,000,000 or more, (x) such portion of the 
Revolving Credit Prime Lending Rate Loans and Term 
Prime Lending Rate Loans shall bear interest at a rate 
per annum equal to the Prime Rate plus one quarter of 
one percent (1/4%) and (y) such portion of the 
Revolving Credit Eurodollar Loans and Term 
Eurodollar Loans shall bear interest at a rate per annum 
equal to the Adjusted LIBO Rate plus two and one half 
percent (2 1/2%).

 		(b) 	Interest on each Loan shall be payable in 
arrears on each applicable Interest Payment Date, on the 
Revolving Credit Termination Date, on the Final Maturity 
Date, and in any event, on demand after the occurrence of an 
Event of Default, and shall be computed based on the number 
of days elapsed in a year of 360 days.  The Agent shall 
determine each interest rate applicable to the Loans and shall 
promptly advise the Borrowers and the Lenders of the interest 
rate so determined.

(c)	The Borrowers shall pay to the Agent for 
its own account, in arrears, on each Interest Payment Date 
(the first Interest Payment Date being January 31, 1996), on 
the Revolving Credit Termination Date, and in any event, on 
demand after the occurrence of an Event of Default, in 
immediately available funds, additional interest, which shall 
be computed based on the number of days elapsed in a year of 
360 days, of one-quarter percent (1/4%) per annum on (i) the 
Prime Lending Rate Loans specified in Section 2.05(a)(i)(x) 
above (other than the Prime Lending Rate Loans made by 
NatWest), (ii) the Eurodollar Loans specified in Section 
2.05(a)(i)(y) above and (iii) the Prime Lending Rate Loans 
and the Eurodollar Loans specified in Section 2.05(a)(ii) 
above. 

SECTION 2.06.  Fees.  The Borrowers shall pay 
the Lenders, through the Agent, (i) on each Interest Payment 
Date commencing January 31, 1996, (ii) on the date of any 
reduction of the Revolving Credit Commitments pursuant to 
Section 2.07 hereof and (iii) on the Revolving Credit 
Termination Date, in immediately available funds, a 
commitment fee (the "Commitment Fee") of one-half of one 
percent (1/2%) per annum on the difference between (i) the 
Total Commitment (as such may have been reduced in 
accordance with Section 2.07 hereof), minus the Line Amount 
(through and including the Line Expiration Date) and (ii) the 
average amount of Loans outstanding and Letter of Credit 
Usage during the month (or shorter period commencing with 
the date hereof or ending with the Revolving Credit 
Termination Date) ending on such date. The Commitment Fee 
due to each Lender under this Section 2.06 shall commence to 
accrue on January 1, 1996 and cease to accrue on the earlier 
of (i) the Revolving Credit Termination Date and (ii) the 
termination of the Revolving Credit Commitment of such 
Lender pursuant to Section 2.07 hereof.  The Commitment 
Fee shall be calculated on the basis of the actual number of 
days elapsed in a year of 360 days.

SECTION 2.07.  Termination and Reduction of 
Revolving Credit Commitments and Term Loan 
Commitments.  (a)  Upon at least three (3) Business Days' 
prior irrevocable written notice (or facsimile notice promptly 
confirmed in writing) to the Agent, the Borrowers may at any 
time in whole permanently terminate, or from time to time in 
part permanently reduce, the Total Revolving Credit 
Commitment, ratably among the Lenders in accordance with 
the amounts of their Revolving Credit Commitments; 
provided, however, that the Total Revolving Credit 
Commitment shall not be reduced at any time to an amount 
less than the Revolving Credit Loans and Letter of Credit 
Usage outstanding at such time; and provided, further, that 
any reduction shall be subject to the payment of fees in 
accordance with clause (e) below; and provided, further, that 
all Term Loans shall be due and payable in full, together with 
accrued interest thereon, on any such date as the Total 
Revolving Credit Commitment shall be terminated.  Each 
partial reduction of the Total Revolving Credit Commitment 
shall be in a minimum of $5,000,000 and an integral multiple 
of $5,000,000.

(b)	Simultaneously with any termination or 
reduction of the Total Revolving Credit Commitment to less 
than $20,000,000 pursuant to paragraph (a) of this Section 
2.07, the Borrowers shall pay to each Lender, through the 
Agent, the Commitment Fee due and owing through and 
including the date of such termination or reduction on the 
amount of the Total Commitment of such Lender so 
terminated or reduced.

(c)	The Revolving Credit Commitment of 
each Lender shall automatically and permanently terminate on 
the Revolving Credit Termination Date, and all Revolving 
Credit Loans and Term Loans still outstanding on such date 
shall be due and payable in full together with accrued interest 
thereon.

(d)	Intentionally Omitted.

(e)	In the event that the Total Commitment 
shall be terminated by the Borrowers prior to the Final 
Maturity Date, the Borrowers shall pay a fee to the Agent for 
the benefit of the Lenders on the date of such termination in 
an amount equal to (i) one percent (1%) of the amount of the 
Total Commitment if such termination shall occur prior to the 
first anniversary of the Closing Date, (ii) three quarters of one 
percent (3/4%) of the amount of the Total Commitment if 
such termination shall occur on or after the first anniversary 
of the Closing Date but before the second anniversary of the 
Closing Date and (iii) one half of one percent (1/2%) of the 
Total Commitment if such termination shall occur on or after 
the second anniversary of the Closing Date but prior to the 
third anniversary of the Closing Date.

SECTION 2.08.  Interest on Overdue Amounts; 
Alternate Rate of Interest.  (a)  If there shall occur any Event 
of Default under clause (b), (c), (d)(i), (e), (f), (g) (with 
respect to default in payment of Subordinated Indebtedness), 
(l), (m) or (n) of Article VIII hereof, the Borrowers shall on 
demand from time to time pay interest, to the extent permitted 
by law, on the Obligations up to the date of actual payment 
(after as well as before judgment) at a rate per annum equal to 
two percent (2%) in excess of the rates otherwise applicable 
thereto.

(b)	In the event, and on each occasion, that 
on the day which is two (2) Business Days prior to the 
commencement of any Interest Period for a Eurodollar Loan 
the Agent and/or the Lenders shall have determined that 
dollar deposits in the amount of each Eurodollar Loan are not 
generally available in the London interbank market, or that 
the rate at which dollar deposits are being offered will not 
reflect adequately and fairly the cost to any Lender of making 
or maintaining such Eurodollar Loan during such Interest 
Period, or that reasonable means do not exist for ascertaining 
the Adjusted LIBO Rate, the Agent shall as soon as 
practicable thereafter give written notice (or facsimile notice 
promptly confirmed in writing) of such determination to 
Chock and the Lenders, and any request by the Borrowers for 
the making of a Eurodollar Loan pursuant to Section 2.03 
hereof or conversion or continuation of any Loan into a 
Eurodollar Loan pursuant to Section 2.02 hereof shall, until 
the circumstances giving rise to such notice no longer exist, 
be deemed to be a request for a Prime Lending Rate Loan.  
Each determination by the Agent and/or Lenders made 
hereunder shall be conclusive absent manifest error.

SECTION 2.09.  Prepayment of Loans.  (a)  
Subject to the terms and conditions contained in this Section 
2.09 and elsewhere in this Agreement, the Borrowers shall 
have the right to prepay any Revolving Credit Loan at any 
time in whole or from time to time in part (except in the case 
of a Eurodollar Loan only on the last day of an Interest 
Period) without penalty (except as otherwise provided for 
herein including, without limitation, Section 2.07(e) hereof).

(b)	On the date of any reduction of the Total 
Revolving Credit Commitment pursuant to Section 2.07(a) 
hereof or elsewhere in this Agreement, the Borrowers shall 
pay or prepay so much of the Revolving Credit Loans as shall 
be necessary in order that the aggregate principal amount of 
the Revolving Credit Loans outstanding and Letter of Credit 
Usage at such time will not exceed the lesser of (i) the Total 
Revolving Credit Commitment following such reduction and 
(ii) the Borrowing Base minus the Availability Reserve at 
such time.  Any prepayments required by this paragraph (b) 
shall be applied to outstanding Revolving Credit Prime 
Lending Rate Loans up to the full amount thereof before they 
are applied to outstanding Revolving Credit Eurodollar 
Loans; provided, however, that the Borrowers shall not be 
required to make any prepayment of any Eurodollar Loan 
pursuant to this Section until the last day of the Interest Period 
with respect thereto so long as an amount equal to such 
prepayment is deposited by the Borrowers in a cash collateral 
account with the Agent for the benefit of the Lenders to be 
held in such account on terms satisfactory to the Agent.

(c)	The Borrowers shall make prepayments 
of the Revolving Credit Loans from time to time such that the 
outstanding principal balance of such Revolving Credit Loans 
does not exceed the lesser of (A) the Total Commitment (as 
such amount may be reduced pursuant to the terms of this 
Agreement including, without limitation, pursuant to Section 
2.01(b-1) and Section 2.07 hereof), minus the Term Loan 
Facility at such time and (B) the Borrowing Base, minus the 
sum of the Availability Reserve, at such time, and minus 
$2,000,000, and each Revolving Loan Borrower shall make 
prepayments of the Revolving Credit Loans made to such 
Borrower from time to time such that the outstanding 
principal balance of the Revolving Credit Loans to such 
Revolving Loan Borrower does not exceed the lesser of (A) 
the Total Commitment (as such amount may be reduced 
pursuant to the terms of this Agreement), minus the Term 
Loan Facility at such time and (B) the Chock Borrowing 
Base, Cain's Borrowing Base or Quikava Borrowing Base, as 
applicable, minus the Letter of Credit Usage at such time. 
Any prepayments required by this paragraph (c) shall be 
applied to outstanding Revolving Credit Prime Lending Rate 
Loans up to the full amount thereof before they are applied to 
outstanding Revolving Credit Eurodollar Loans; provided, 
however, that the Borrower shall not be required to make any 
prepayment of any Eurodollar Loan pursuant to this Section 
until the last day of the Interest Period with respect thereto so 
long as an amount equal to such prepayment is deposited by 
the Borrowers in a cash collateral account with the Agent to 
be held in such account on terms satisfactory to the Agent.

(d) 	Within three (3) Business Days of (i) the 
sale of any assets (other than inventory in the ordinary course 
of business and subject in any event to the provisions 
regarding the sale of real property set forth in Section 7.05 
hereof) of any of the Borrowers which in the aggregate 
exceed $300,000 in aggregate amount in any Fiscal Year or 
the capital stock of any of the Borrowers (the conversion of 
Subordinated Indebtedness into capital stock not being 
deemed a "sale" for purposes of this Section 2.09(d)), (ii) the 
consummation of the issuance of any debt securities of any of 
the Borrowers, or (iii) the receipt by Chock of any monies in 
accordance with the Acquisition Agreement or in accordance 
with the Tax Indemnity Agreement, the Borrowers shall make 
a mandatory prepayment of the Loans in an amount equal to 
100% of the proceeds received (net of taxes due, amounts 
required to be paid to a third party or previously paid to such 
third party in connection with any amount received under the 
Acquisition Agreement or Tax Indemnity Agreement, and any 
reasonable expenses of sale), which proceeds shall be applied 
as set forth in paragraph (g) below; provided, however, that 
with respect to the proceeds of each sale of Chock stock 
during the term of this Agreement, 50% of such proceeds 
shall be applied in accordance with paragraph (g) hereof; and 
provided, further, that nothing contained in this paragraph (d) 
shall constitute, or be deemed to constitute, a consent to any 
sale of assets or stock or the issuance or incurrence of any 
Indebtedness.  

(e)	Within 90 days of the end of each Fiscal 
Year of the Borrowers, commencing with the Fiscal Year 
ending on or about July 31, 1996, the Borrowers shall make a 
mandatory prepayment of the Loans in an amount equal to the 
Excess Cash Flow Prepayment for the Fiscal Year then ended, 
such prepayment to be applied as set forth in paragraph (g) 
below.  

(f)  (i)	Except as provided in clause (ii) below, 
not later than the third day following the receipt by the Agent 
or any Borrower or any subsidiary of any Borrower of (x) any 
net proceeds of any insurance required to be maintained 
pursuant to Section 6.03 hereof on account of each separate 
loss, damage or injury in excess of $175,000 (or, if there shall 
be continuing a Default or an Event of Default, of any amount 
of net proceeds) to any asset of such Borrower or such 
subsidiary (including, without limitation, any Collateral), (y) 
any net proceeds of any business interruption insurance 
required to be maintained pursuant to Section 6.03 hereof in 
excess of $175,000 (or, if there shall be continuing a Default 
or Event of Default, the full amount of net proceeds) or (z) 
unless otherwise provided in any Mortgage, any "Award" (as 
such term is defined in any Mortgage), such Borrower or 
subsidiary shall notify the Agent of such receipt in writing or 
by telephone promptly confirmed in writing, and not later than 
the day following receipt by the Agent or such Borrower or 
subsidiary of any such proceeds, there shall become due and 
payable a prepayment of the Loans in an amount equal to 
100% of such proceeds.  Prepayments from such net proceeds 
shall be applied as set forth in paragraph (g) below.

(ii)	In the case of the receipt of net 
proceeds described in clause (i) above with respect to the loss, 
damage or injury to any asset of a Borrower or any subsidiary 
of a Borrower (other than net proceeds of any business 
interruption insurance), the Borrowers may elect, by written 
notice delivered to the Agent not later than the day on which a 
prepayment would otherwise be required under clause (i), to 
apply all or a portion of such net proceeds for the purpose of 
replacing, repairing, restoring or rebuilding the relevant 
tangible property, and, in such event, any required prepayment 
under clause (i) above shall be reduced dollar for dollar by the 
amount of such election.  An election under this clause (ii) 
shall not be effective unless:  (x) at the time of such election 
there is continuing no Default or Event of Default; (y) the 
Borrowers shall have certified to the Agent that:  (1) the net 
proceeds of the insurance adjustment, if applicable, for such 
loss, damage or injury, together with other funds available to 
the Borrowers shall be sufficient to complete such 
replacement, repair, restoration or rebuilding in accordance 
with all applicable laws, regulations and ordinances; and (2) 
to the best knowledge of the Borrowers, no Default or Event 
of Default has arisen or will arise as a result of such loss, 
damage, injury, replacement, repair or rebuilding; and (z) if 
the amount of net proceeds in question exceeds $175,000 the 
Borrowers shall have obtained the written consent of the 
Required Lenders to such election.

    (iii)	In the event of an election under clause 
(ii) above, pending application of the net proceeds to the 
required replacement, repairs, restoration or rebuilding, the 
Borrowers shall not later than the time at which prepayment 
would have been, in the absence of such election, required 
under clause (i) above, apply such net proceeds to the 
prepayment of the outstanding principal balance, if any, of the 
Revolving Credit Loans (not in permanent reduction of the 
Revolving Credit Commitment), and, if so requested by the 
Agent, deposit (the "Special Deposit") with the Agent, the 
balance, if any, of such net proceeds remaining after such 
application, pursuant to agreements in form, scope and 
substance reasonably satisfactory to the Agent.  The Special 
Deposit, together with all earnings on such Special Deposit, 
shall be available to the Borrowers solely for the replacement, 
repair, rebuilding or restoration of the tangible property 
suffering the injury, loss or damage in respect of which such 
prepayment and Special Deposit were made or to such other 
purpose as to which the Required Lenders may consent in 
writing; provided, however, that at such time as a Default or 
Event of Default shall occur, the balance of the Special 
Deposit and earnings thereon may be applied by Agent to 
repay the Obligations in such order as the Agent shall elect.  
The Agent shall be entitled to require proof, as a condition to 
the making of any withdrawal from the Special Deposit, that 
the proceeds of such withdrawal are being applied for the 
purposes permitted hereunder.

(g)	When making a prepayment, whether 
mandatory or otherwise, pursuant to paragraph (a), (b), (c), 
(d), (e) or (f) above, or pursuant to the first proviso to Section 
7.05 hereof, the Borrowers shall furnish to the Agent, not later 
than 11:00 a.m. (New York City time) one (1) Business Day 
prior to the date of such prepayment, written, telex or 
facsimile notice (promptly confirmed in writing) of 
prepayment which shall specify the prepayment date and the 
principal amount of each Loan (or portion thereof) to be 
prepaid, which notice shall be irrevocable and shall commit 
the Borrowers to prepay such Loan by the amount stated 
therein on the date stated therein.  All prepayments shall be 
accompanied by accrued interest on the principal amount 
being prepaid to the date of prepayment.  Prepayments made 
pursuant to paragraph (d), (e) or (f) above, or pursuant to the 
first proviso to Section 7.05 hereof, shall be applied as 
follows:  (A) first, to outstanding Revolving Credit Prime 
Lending Rate Loans up to the full amount thereof and then to 
Revolving Credit Eurodollar Loans up to the full amount 
thereof and (B) second, the excess, if any, shall be held by the 
Agent as cash collateral for the Obligations under terms and 
conditions satisfactory to the Required Lenders; provided, 
however, that if at the time of the making of any prepayment 
in accordance with clause (A) above, there are undrawn 
Letters of Credit outstanding, then in the discretion of the 
Agent (under terms and conditions satisfactory to the 
Required Lenders), all or a portion of any such prepayment 
(not to exceed an amount equal to the aggregate undrawn 
amount of all such outstanding Letters of Credit) shall be 
deposited by the Borrowers in a cash collateral account to be 
held by the Agent for the benefit of the Lenders for 
application by the Agent to the payment of any drawing made 
under any such Letters of Credit; and, provided, further, that 
the Borrowers shall not be required to make any prepayment 
of any Revolving Credit Eurodollar Loan required pursuant to 
this Section 2.09 (g) until the last day of the Interest Period 
with respect thereto so long as an amount equal to such 
prepayment is deposited by the Borrowers into a cash 
collateral account with the Agent to be held in such account 
pursuant to terms satisfactory to the Agent.   

(h)	All prepayments under this Section 2.09 
shall be subject to Section 2.12 hereof.

(i) 	Except as otherwise expressly provided 
in this Section 2.09, payments with respect to any paragraph 
of this Section 2.09 are in addition to payments made or 
required to be made under any other paragraph of this Section 
2.09.

SECTION 2.10.  Reserve Requirements; 
Change in Circumstances.  (a)  If any existing or future law, 
regulation or guideline, or the interpretation thereof by any 
court or administrative or governmental authority charged 
with the administration thereof, or compliance by the Lenders 
with any request or directive (whether or not having the force 
of law) of any such authority, shall either (i) impose, modify, 
or deem applicable or result in the application of, any reserve, 
special deposit, capital maintenance, capital ratio or similar 
requirement against loans or loan commitments made by any 
Lender or any person to which such Lender sells a 
participation in the Loans (such Lender and all such persons 
collectively, the "Banks") or against any other extensions of 
credit or commitments to extend credit or other assets of or 
any deposits or other liabilities taken or entered into by any 
Bank, or (ii) cause any Bank, in anticipation of the 
effectiveness of any capital maintenance, capital ratio or 
similar requirement, to take reasonable action to enable itself 
to comply therewith, or (iii) impose on any Bank any other 
condition regarding this Agreement or the Commitments, and 
the result of any event referred to in clause (i), (ii) or (iii) 
above shall be to increase the cost to any Bank of making or 
maintaining, or to impose upon any Bank or increase any 
capital requirement applicable as a result of the making or 
maintenance of, the Commitments or the obligation of the 
Borrowers hereunder or to reduce the amounts receivable by 
any Bank hereunder (which increase in cost or increase in (or 
imposition of) capital requirements or reduction in amounts 
receivable may be determined by each Bank's reasonable 
allocation of the aggregate of such cost increases, capital 
increases or impositions or reductions in amounts receivable 
resulting from such events), then, upon demand by such Bank, 
the Borrowers, shall be jointly and severally obligated to, at 
the Borrowers' option, either (a) pay to the Lenders all 
outstanding Obligations and terminate this Agreement or (b) 
immediately pay to such Bank from time to time as specified 
by such Bank, additional fees which shall be sufficient to 
compensate such Bank for such increased cost or increase in 
(or imposition of) capital requirements or reduction in 
amounts receivable by such Bank from the date of such 
change, together with interest on each such amount from the 
date demanded until payment in full thereof at the rate 
provided in Section 2.08 hereof.  Upon the occurrence of any 
event referred to in clause (i), (ii) or (iii) above, a certificate 
setting forth in reasonable detail the increased cost, reduction 
in amounts receivable or amounts necessary to compensate 
any Bank as a result of an increase in (or imposition of) 
capital requirements submitted by any Bank to the Borrowers, 
shall be conclusive, absent manifest error or bad faith, as to 
the amount thereof.  For purposes of this Section 2.10, in 
calculating the amount necessary to compensate a Bank for 
any increase in or imposition of capital requirements, such 
Bank shall be deemed to be entitled to a rate of return on 
capital (after federal, state and local taxes) of fifteen percent 
(15%) per annum.

(b)  	A statement of each Lender or the Agent 
setting forth such amount or amounts, supported by 
calculations in reasonable detail, as shall be necessary to 
compensate such Lender (or the Agent) as specified in 
paragraph (a) above shall be delivered to the Borrowers and 
shall be conclusive absent manifest error.  The Borrowers 
shall pay each Lender or the Agent the amount shown as due 
on any such statement within ten (10) days after its receipt of 
the same.

(c)  	Failure on the part of any Lender or the 
Agent to demand compensation for any increased costs, 
reduction in amounts received or receivable or reduction in 
the rate of return earned on such Lender's capital, shall not 
constitute a waiver of such Lender's or the Agent's rights to 
demand compensation for any increased costs or reduction in 
amounts received or receivable or reduction in rate of return 
in the applicable period.  The protection under this Section 
2.10 shall be available to each Lender and the Agent 
regardless of any possible contention of the invalidity or 
inapplicability of any law, regulation or other condition which 
shall give rise to any demand by such Lender or the Agent for 
compensation.

(d)  	Any Lender claiming any additional 
amounts payable pursuant to this Section 2.10 agrees to use 
reasonable efforts (consistent with legal and regulatory 
restrictions) to designate a different Applicable Lending 
Office if the making of such a designation would avoid the 
need for, or reduce the amount of, any such additional 
amounts and would not, in the reasonable judgment of such 
Lender, be otherwise disadvantageous to such Lender.

(e)  	Notwithstanding any other provision 
herein, if any change in applicable law or regulation or in the 
interpretation or administration thereof by any governmental 
authority charged with the interpretation or administration 
thereof (whether or not having the force of law) shall (i) 
subject the Agent or any Lender (which shall for the purpose 
of this Section 2.10 include any assignee or lending office of 
the Agent or any Lender) to any tax with respect to any 
amount paid or to be paid by either the Agent or any Lender 
with respect to any Eurodollar Loans made by a Lender to the 
Borrowers (other than (x) taxes imposed on the overall net 
income of the Agent or such Lender and (y) franchise taxes 
imposed on the Agent or such Lender, in either case by the 
jurisdiction in which such Lender or the Agent has its 
principal office or its Applicable Lending Office with respect 
to such Eurodollar Loan or any political subdivision or taxing 
authority of either thereof); (ii) change the basis of taxation of 
payments to any Lender or the Agent of the principal of or 
interest on any Eurodollar Loan or any other fees or amounts 
payable hereunder (other than taxes imposed on the overall 
net income of such Lender or the  Agent by the jurisdiction in 
which such Lender or the Agent has its principal office or by 
any political subdivision or taxing authority therein); (iii) 
impose, modify or deem applicable any reserve, special 
deposit or similar requirement against assets of, deposits with 
or for the account of, or loans or loan commitments extended 
by, such Lender; or (iv) impose on any Lender or the London 
interbank market any other condition affecting this Agreement 
or Eurodollar Loans made by such Lender; and the result of 
any of the foregoing shall be to increase the cost to any such 
Lender of making or maintaining any Eurodollar Loan, or to 
reduce the amount of any payment (whether of principal, 
interest or otherwise) receivable by such Lender or to require 
such Lender to make any payment in respect of any 
Eurodollar Loan, then the Borrowers shall pay to such Lender 
or the Agent, as the case may be, upon such Lender's or the 
Agent's demand, such additional amount or amounts as well 
compensate such Lender or the Agent for such additional 
costs or reduction.  The Agent and each Lender agree to give 
notice to Chock of any such change in law, regulation, 
interpretation or administration with reasonable promptness 
after becoming actually aware thereof and of the applicability 
thereof to the Transactions.

SECTION 2.11.  Reserves.  The Agent may 
from time to time decrease the amount of Revolving Credit 
Loans available to be borrowed by an amount equal to the 
aggregate amount of all reserves which the Agent reasonably 
deems necessary or desirable to maintain with respect to the 
Collateral, such reserves to be determined by the Agent in its 
reasonable discretion, and shall include in any event reserves 
established by the Agent with respect to Liens permitted 
under Section 7.01(c) hereof. 

SECTION 2.12.  Indemnity.  (a)  The Borrowers 
shall indemnify each Lender against any loss or reasonable 
expense (including, but not limited to, any loss or reasonable 
expense sustained or incurred or to be sustained or incurred in 
liquidating or employing deposits from third parties acquired 
to effect or maintain any Loan or part thereof as a Eurodollar 
Loan) which such Lender may sustain or incur as a 
consequence of the following events (regardless of whether 
such events occur as a result of the occurrence of an Event of 
Default or the exercise of any right or remedy of the Agent or 
the Lenders under this Agreement or any other agreement, or 
at law):  any failure of the Borrowers to fulfill on the date of 
any borrowing hereunder the applicable conditions set forth in 
Article V hereof applicable to it; any failure of the Borrowers 
to borrow hereunder after irrevocable notice of borrowing 
pursuant to Section 2.03 hereof has been given; any payment, 
prepayment or conversion of a Eurodollar Loan on a date 
other than the last day of the relevant Interest Period; any 
default in payment or prepayment of the principal amount of 
any Loan or any part thereof or interest accrued thereon, as 
and when due and payable (at the due date thereof, by 
irrevocable notice of prepayment or otherwise); or the 
occurrence of an Event of Default.  Such loss or reasonable 
expense shall include, without limitation, an amount equal to 
the excess, if any, of (i) the amount of interest which would 
have accrued on the principal amount so paid, prepaid or 
converted or not borrowed for the period from the date of 
such payment, prepayment or conversion or failure to borrow 
to the last day of the Interest Period for such Loan (or, in the 
case of a failure to borrow, the Interest Period for such Loan 
which would have commenced on the date of such failure to 
borrow), at the applicable rate of interest for such Loan 
provided for herein over (ii) the amount of interest (as 
reasonably determined by such Lender) that would be realized 
by such Lender in reemploying the funds so paid, prepaid or 
not borrowed in United States Treasury obligations with 
comparable maturities for comparable periods.  Any such 
Lender shall provide to the Borrowers a statement, signed by 
an officer of such Lender, explaining any loss or expense and 
setting forth, if applicable, the computation pursuant to the 
preceding sentence, and such statement shall be conclusive 
absent manifest error.  The Borrowers shall pay such Lender 
the amount shown as due on any such statement within ten 
(10) days after the receipt of the same.
(b)  	Notwithstanding anything to the contrary 
herein contained, if any change in any law or regulation or in 
the interpretation thereof by any governmental authority 
charged with the administration or interpretation thereof shall 
make  it unlawful for any Lender to make or maintain any 
Eurodollar Loan or to give effect to its obligations to make 
Eurodollar Loans as contemplated hereby, then, by written 
notice to the Borrower and to the Agent, such  Lender may:

(i)	declare that Eurodollar 
Loans will not thereafter by made by 
such Lender hereunder, whereupon the 
Borrowers shall be prohibited from 
requesting Eurodollar Loans from such 
Lender hereunder unless such declaration 
is subsequently withdrawn; and

(ii)	require that all outstanding 
Eurodollar Loans, as the case may be, 
made by it be converted to Prime 
Lending Rate Loans, in which event (A) 
all such Eurodollar Loans shall be 
automatically converted to Prime 
Lending Rate Loans as of the effective 
date of such notice as provided in 
paragraph (b) below and (B) all 
payments of principal which would 
otherwise have been applied to repay the 
converted Eurodollar Loans shall instead 
by applied to repay the Prime Lending 
Rate Loans resulting from the conversion 
of such Eurodollar Loans.

(b)  	For purposes of Section 2.10(e) hereof, a 
notice to the Borrowers by any Lender shall be effective, if 
lawful, on the last day of the then current Interest Period or, if 
there are then two or more current Interest Periods, on the last 
day of each such Interest Period, respectively; otherwise, such 
notice shall be effective with respect to the Borrowers on the 
date of receipt by the Borrowers.

(c)  	The Borrowers shall indemnify each 
Lender against any loss or reasonable expense (including, but 
not limited to, any loss or reasonable expense sustained or 
incurred or to be sustained or incurred in liquidating or 
employing deposits from their parties acquired to affect or 
maintain any Loan or part thereof as a Eurodollar Loan) 
which such Lender may sustain or incur as a consequence of 
the following events (regardless of whether such events occur 
as a result of the occurrence of an Event of  Default or the 
exercise of any right or remedy of the Agent or the Lenders 
under this Agreement or any other agreement, or at law):  any 
failure of the Borrowers to fulfill on the date of any 
borrowing hereunder the applicable conditions set forth in 
Article V hereof applicable to it; any failure of the Borrowers 
to borrow hereunder after irrevocable notice of borrowing 
pursuant to Section 2.03 hereof has been given; any payment, 
prepayment or conversion of a Eurodollar Loan on a date 
other than the last day of the relevant Interest Period; any 
default in payment or prepayment of the principal amount of 
any Loan or any part thereof or interest accrued thereon, as 
and when due and payable (at the due date thereof, by 
irrevocable notice of prepayment or otherwise); or the 
occurrence of an Event of Default.  Such loss or reasonable 
expense shall include, without limitation, an amount equal to 
the excess, if any, of (i) the amount of interest which would 
have accrued on the principal amount so paid, prepaid or 
converted or not borrowed for the period from the date of 
such payment, prepayment or conversion or failure to borrow 
to the last day of the Interest Period for such  Loan (or, in the 
case of a failure to borrow, the Interest Period for such Loan 
which would have commenced on the date of such failure to 
borrow), at the applicable rate of interest for such Loan 
provided for herein over (ii) the amount of interest (as 
reasonably determined by such Lender) that would be realized 
by such Lender in reemploying the funds so paid, prepaid or 
converted or not borrowed in United States Treasury 
obligations with comparable maturities for comparable 
periods.  Any such Lender shall provide to the Borrowers a 
statement, signed by an officer of such Lender, explaining any 
loss or expense and setting forth, if applicable, the 
computation pursuant to the preceding sentence, and such 
statement shall be conclusive absent manifest error.  The 
Borrowers shall pay such Lender the amount shown as due on 
any such statement within ten (1) days after the receipt of 
same.

SECTION 2.13.  Pro Rata Treatment.  Except as 
permitted under Section 2.10 hereof, and subject to the 
provisions of Sections 2.17 and 2.18 hereof, each borrowing, 
each payment or prepayment of principal of the Notes, each 
payment of interest on the Notes, each payment of any fee or 
other amount payable hereunder and each reduction of the 
Total Revolving Credit Commitment and Total Term Loan 
Commitment shall be made pro rata among the Lenders in the 
proportions that their Revolving Credit Commitments bear to 
the Total Revolving Credit Commitment or that their Term 
Loan Commitments bears to the Total Term Loan 
Commitment, as the case may be.

SECTION 2.14.  Sharing of Setoffs.  Each 
Lender agrees that if it shall, through the exercise of a right of 
banker's lien, setoff or counterclaim against any of the 
Borrowers, including, but not limited to, a secured claim 
under Section 506 of Title 11 of the United States Code or 
other security or interest arising from, or in lieu of, such 
secured claim, received by such Lender under any applicable 
bankruptcy, insolvency or other similar law or otherwise, 
obtain payment (voluntary or involuntary) in respect of a Note 
held by it as a result of which the unpaid principal portion of 
the Notes held by it shall be proportionately less than the 
unpaid principal portion of the Notes held by any other 
Lender, it shall be deemed to have simultaneously purchased 
from such other Lender a participation in the Notes held by 
such other Lender, so that the aggregate unpaid principal 
amount of the Notes and participations in Notes held by it 
shall be in the same proportion to the aggregate unpaid 
principal amount of all Notes then outstanding as the principal 
amount of the Notes held by it prior to such exercise of 
banker's lien, setoff or counterclaim was to the principal 
amount of all Notes outstanding prior to such exercise of 
banker's lien, setoff or counterclaim; provided, however, that 
if any such purchase or purchases or adjustments shall be 
made pursuant to this Section 2.14 and the payment giving 
rise thereto shall thereafter be recovered, such purchase or 
purchases or adjustments shall be rescinded to the extent of 
such recovery and the purchase price or prices or adjustments 
restored without interest.  Each of the Borrowers expressly 
consents to the foregoing arrangements and agrees that any 
Lender holding a participation in a Note deemed to have been 
so purchased may exercise any and all rights of banker's lien, 
setoff or counterclaim with respect to any and all moneys 
owing by such Borrower to such Lender as fully as if such 
Lender held a Note in the amount of such participation.

SECTION 2.15.  Taxes.  (a)  Any and all 
payments by the  Borrowers hereunder shall be made, in 
accordance with Section 2.16 hereof, free and clear of and 
without deduction for any and all present or future taxes, 
levies, imposts, deductions, charges or withholdings in any 
such case imposed by the United States or any political sub-
division thereof, excluding:

(i)	in the case of the Agent and each 
Lender, taxes imposed or based on its net 
income, and franchise or capital taxes imposed 
on it, (A) if the Agent or such Lender is 
organized under the laws of the United States or 
any political subdivision thereof and (B) if the 
Agent or such Lender is not organized under the 
laws of the United States or any political sub-
division thereof, and its principal office or 
lending office is located in the United States, 
and in the case of both (A) and (B), withholding 
taxes payable with respect to payments to the 
Agent or such Lender at its principal office or 
lending office under laws (including, without 
limitation, any treaty, ruling, determination or 
regulation) in effect on the date hereof, but not 
any increase in withholding tax resulting from 
any subsequent change in such laws (other than 
withholding with respect to taxes imposed or 
based on its net income or with respect to 
franchise or capital taxes), and

    (ii)	taxes (including withholding taxes) 
imposed by reason of the failure of the Agent or 
any Lender, in either case that is organized 
outside the United States, to comply with 
Section 2.15(f) hereof (or the inaccuracy at any 
time of the certificates, documents and other 
evidence delivered thereunder)

(all such nonexcluded taxes, levies, imposts, deductions, 
charges, withholdings and liabilities being hereinafter referred 
to as "Taxes").  If any of the Borrowers shall be required by 
law to deduct any Taxes from or in respect of any sum 
payable hereunder to the Lenders or the Agent, (x) the sum 
payable shall be increased by the amount necessary so that 
after making all required deductions (including deductions 
applicable to additional sums payable under this Section 2.15) 
such Lender or the Agent (as the case may be) receives an 
amount equal to the sum it would have received had no such 
deductions been made, (y) such Borrower shall make such 
deductions and (z) such Borrower shall pay the full amount 
deducted to the relevant tax authority or other authority in 
accordance with applicable law.

(b)  	In addition, the Borrowers agree to pay 
any present or future stamp or documentary taxes or any other 
excise or property taxes, charges or similar levies which arise 
from any payment made hereunder or from the execution, 
delivery or registration of, or otherwise with respect to, this 
Agreement (hereinafter referred to as "Other Taxes").

(c)  	The Borrowers will indemnify each 
Lender and the Agent for the full amount of Taxes or Other 
Taxes (including, without limitation, any Taxes or Other 
Taxes imposed by any jurisdiction (except as specified in 
clauses (a)(i) and (ii)) on amounts payable under this Section 
2.15) paid by such Lender or the Agent (as the case may be) 
and any liability (including penalties, interest and expenses) 
arising therefrom or with respect thereto.  This 
indemnification shall be made within 30 days from the date 
such Lender or the Agent (as the case may be) makes written 
demand therefor.  If any Lender receives a refund in respect 
of any Taxes or Other Taxes for which such Lender has 
received payment from the Borrowers hereunder, such Lender 
shall promptly notify the Borrowers of such refund and such 
Lender shall, within 30 days of receipt of a request by the 
Borrowers, repay such refund to the Borrowers, provided that 
the Borrowers, upon the request of such Lender, agree to 
return such refund (plus any penalties, interest or other 
charges) to such Lender in the event such Lender is required 
to repay such refund.

(d)  	Within 30 days after the date of any 
payment of Taxes or Other Taxes withheld by any of the 
Borrowers in respect of any payment to any Lender, the 
Borrowers will furnish to the Agent, at its address referred to 
in Section 11.01 hereof, such certificates, receipts and other 
documents as may be reasonably required to evidence 
payment thereof.

(e)  	Without prejudice to the survival of any 
other agreement hereunder, the agreements and obligations 
contained in this Section 2.15 shall survive the payment in full 
of principal and interest hereunder.
(f)  	Each Lender that is organized outside of 
the United States shall deliver to the Borrowers on the date 
hereof (or, in the case of an assignee, on the date of the 
assignment) and from time to time as required for renewal 
under applicable law duly completed copies of United States 
Internal Revenue Service Form 1001 or 4224 (or any 
successor or additional forms), as appropriate, indicating in 
each case that such Lender is entitled to receive payments 
under this Agreement without any deduction or withholding 
of any United States federal income taxes.  The Agent (if the 
Agent is an entity organized outside the United States) and 
each Lender that is organized outside the United States shall 
promptly notify the Borrowers and the Agent of any change in 
its Applicable Lending Office and upon written request of the 
Borrowers such Lender shall, prior to the immediately 
following due date of any payment by the Borrowers or any 
Guarantor hereunder, deliver to the Borrowers or such 
Guarantor, as the case may be (with copies to the Agent), such 
certificates, documents or other evidence, as required by the 
Code or Treasury Regulations issued pursuant thereto, 
including without limitation Internal Revenue Service Form 
4224, Form 1001 and any other certificate or statement of 
exemption required by Treasury Regulation Section 
1.1441-4(a) or Section 1.1441-6(c) or any subsequent version 
thereof, properly completed and duly executed by such Lender 
establishing that such payment is (i) not subject to 
withholding under the Code because such payment is 
effectively connected with the conduct by such Lender of a 
trade or business in the United States or (ii) totally exempt 
from United States tax under a provision of an applicable tax 
treaty.  The Borrowers shall be entitled to rely on such forms 
in their possession until receipt of any revised or successor 
form pursuant to this Section 2.15(f).  If the Agent or a 
Lender fails to provide a certificate, document or other 
evidence required pursuant to this Section 2.15(f), then (i) the 
Borrowers shall be entitled to deduct or withhold on payments 
to the Agent or such Lender as a result of such failure, as 
required by law, and (ii) the Borrowers shall not be required 
to make payments of additional amounts with respect to such 
withheld Taxes pursuant to clause (x) of Section 2.15(a) 
hereof to the extent such withholding is required solely by 
reason of the failure of the Agent or such Lender to provide 
the necessary certificate, document or other evidence.

(g)  	Each Lender and the Agent shall use 
reasonable efforts to avoid or minimize any amounts which 
might otherwise be payable pursuant to this Section 2.15 
(including seeking refunds of any amounts that are reasonably 
believed not to have been correctly or legally asserted); 
provided, however, that such efforts shall not include the 
taking of any actions by such Lender or the Agent that would 
result in any tax, costs or other expense to such Lender or the 
Agent (other than a tax, cost or other expense for which such 
Lender or the Agent shall have been reimbursed or indemni-
fied by the Borrowers pursuant to this Agreement or 
otherwise) or any action which would or might in the 
reasonable opinion of such Lender or the Agent have an 
adverse effect upon its business, operations or financial 
condition or otherwise be disadvantageous to such Lender or 
the Agent.  

SECTION 2.16.  Payments and Computations.  
The Borrowers shall make each payment hereunder and under 
any instrument delivered hereunder not later than 12:00 noon 
(New York City time) on the day when due in lawful money 
of the United States (in freely transferable dollars) to the 
Agent at New York, New York for the account of the 
Lenders, in immediately available funds.  The Agent may 
charge, when due and payable, the Borrowers' account with 
the Agent for all amounts owing to the Agent or the Lenders 
on or with respect to this Agreement and/or the Loans and 
other Loan Documents as set forth in Section 2.04(e).

SECTION 2.17.  Making of Revolving Credit 
Loans.  (a) The Agent may assume that each Lender will 
make its ratable portion of any amount to be borrowed 
available to the Agent in accordance with Section 2.02(c), and 
the Agent may in its discretion, in reliance upon such 
assumption, make available to the applicable Revolving Loan 
Borrower on such date a corresponding amount.  If and to the 
extent such Lender shall not make such ratable portion 
available to the Agent, such Lender and the applicable 
Revolving Loan Borrower severally agree to repay to the 
Agent forthwith on demand such corresponding amount, 
together with interest thereon for each day from the date such 
amount is made available to such Revolving Loan Borrower 
until the date such amount is repaid to the Agent, as to such 
Revolving Loan Borrower, at the rate of interest applicable to 
Revolving Credit Loans hereunder, and as to such other 
Lender, at the Federal Funds Effective Rate and until so 
repaid such amount shall be deemed to constitute a Revolving 
Credit Loan by the Agent to such Revolving Loan Borrower 
hereunder entitled to the benefits of the Collateral and the 
other provisions hereof applicable to the Revolving Credit 
Loans.  If such Lender shall repay to the Agent such 
corresponding amount, the amount so repaid shall constitute 
such Lender's ratable portion of the Revolving Credit Loans 
made on such borrowing date for purposes of this Agreement. 
 No Lender shall be responsible for the failure of any other 
Lender to make its ratable portion of such Revolving Credit 
Loans available on the borrowing date.

(b)  	Without limiting the generality of Article 
IX,  each Lender expressly authorizes the Agent to determine 
on behalf of such Lender (i) whether to make Revolving 
Credit Loans requested or deemed requested by a Revolving 
Loan Borrower on any borrowing date, (ii) any reduction or 
increase of advance rates applicable to the Borrowing Base, 
(iii) the creation or elimination of any reserves against the 
Borrowing Base, and (iv) whether specific items of inventory 
or Receivables constitute "Eligible Inventory" or "Eligible 
Receivables," respectively, in accordance with the definitions 
of such terms set forth in Article I.  The Agent shall give 
prompt notice to the Lenders of any determinations made 
pursuant to clauses(ii) and (iii) above.  

SECTION 2.18.  Settlement Among Lenders.  
(a)  The Agent shall pay to each Lender not later than three 
(3) days after each Interest Payment Date or Repayment Date, 
as the case may be, its ratable portion, based on the principal 
amount of the Term Loans owing to such Lender, of all 
payments received by the Agent hereunder in respect of the 
principal of, or interest on, the Term Loans, net of any 
amounts payable by such Lender to the Agent, by wire 
transfer.

(b)	It is agreed that each Lender's Revolving 
Credit Loans are intended by the Lenders to be equal at all 
times to such Lender's ratable portion (as determined in 
accordance with the percentage amounts set forth in Schedule 
2.01(b) hereto) of the aggregate principal amount of all 
Revolving Credit Loans outstanding.  Notwithstanding such 
agreement, the Lenders agree that in order to facilitate the 
administration of this Agreement and the other Loan 
Documents, settlement among them shall, subject to the 
provisions of clause (d) below, take place on a periodic basis 
in accordance with the provisions of clause (c) below.

(c)  (i)  To the extent and in the manner 
hereinafter provided in this Section, settlement among the 
Lenders as to Revolving Credit Loans shall occur periodically 
on Settlement Dates determined from time to time by the 
Agent, which may occur before or after the occurrence or 
during the continuance of a Default or Event of Default and 
whether or not all of the conditions to the making of Loans set 
forth in Section 5.01 have been met.  On each Settlement 
Date, payments shall be made to the Agent for the account of 
the Lenders in the manner provided in this Section in 
accordance with the Settlement Report delivered by the Agent 
pursuant to the provisions of this Section in respect of such 
Settlement Date so that as of each Settlement Date, and after 
giving effect to the transactions on such Settlement Date, each 
Lender's Revolving Credit Loans shall equal such Lender's 
ratable portion of the Revolving Credit Loans outstanding as 
determined in accordance with the percentage amounts set 
forth in Schedule 2.01(b) hereto.

(ii) 	The Agent shall designate 
periodic Settlement Dates which may occur on any Business 
Day after the Closing Date; provided, however, that the Agent 
shall designate as a Settlement Date each Interest Payment 
Date and each Repayment Date, and provided, further, that 
Settlement Dates shall occur on the 10th and 25th day of each 
month or more frequently as determined by the Agent in its 
discretion (including, without limitation, under clause (d)(i) 
hereof).  The Agent shall designate a Settlement Date by 
delivering to each Lender a Settlement Report not later than 
12:00 noon (New York City time) on the proposed Settlement 
Date, which Settlement Report shall be with respect to the 
period beginning on the next preceding Settlement Date and 
ending on such designated Settlement Date.

(iii)	Between Settlement Dates, the 
Agent shall request and NatWest as a Lender shall, subject to 
the provisions of clause (d) below, advance to the applicable 
Revolving Loan Borrower out of NatWest's own funds, the 
entire principal amount of any Revolving Credit Loan 
requested or deemed requested pursuant to Section 2.03 (any 
such Revolving Credit Loan being referred to as a "Non-
Ratable Loan").  The making of each Non-Ratable Loan by 
NatWest shall be deemed to be a purchase by NatWest of a 
100% participation in each other Lender's ratable portion of 
the amount of such Non-Ratable Loan.  All payments of 
principal, interest and any other amount with respect to such 
Non-Ratable Loan shall be payable to and received by the 
Agent for the account of NatWest.  Any payments received by 
the Agent between Settlement Dates which in accordance 
with the terms of this Agreement are to be applied to the 
reduction of the outstanding principal balance of Revolving 
Credit Loans, shall be paid over to and retained by NatWest 
for such application, and such payment to and retention by 
NatWest shall be deemed, to the extent of each other Lender's 
ratable portion of such payment, to be a purchase by each 
such other Lender of a participation in the Revolving Credit 
Loans (including the repurchase of participations in Non-
Ratable Loans) held by NatWest immediately prior to the 
receipt and application of such payment.

(iv)	If on any Settlement Date the 
increase, if any, in the dollar amount of any Lender's 
Revolving Credit Loans which is required to comply with the 
first sentence of Section(b) is less than such Lender's ratable 
portion of amounts received by the Agent and paid only to 
NatWest since the next preceding Settlement Date, such 
Lender and the Agent, in their respective records, shall apply 
such Lender's ratable portion of such amounts to the decrease 
in such Lender's Revolving Credit Loans, and NatWest shall 
pay to the Agent, for the account of such Lender, the excess.

(v)	If on any Settlement Date the 
increase, if any, in the dollar amount of any Lender's 
Revolving Credit Loans which is required to comply with the 
first sentence of Section(b) exceeds such Lender's ratable 
portion of amounts received by the Agent and paid only to 
NatWest since the next preceding Settlement Date, such 
Lender and the Agent, in their respective records, shall apply 
such Lender's ratable portion of such amounts to the increase 
in such Lender's Revolving Credit Loans, and such Lender 
shall pay to the Agent, for the account of NatWest, the excess.

    	(vi)	If a Settlement Report indicates 
that no Revolving Credit Loans have been made during the 
period since the next preceding Settlement Date, then such 
Lender's ratable portion of any amounts received by the Agent 
but paid only to NatWest shall be paid by NatWest to the 
Agent, for the account of such Lender.  If a Settlement Report 
indicates that the increase in the dollar amount of a Lender's 
Revolving Credit Loans which is required to comply with the 
first sentence of Section 2.18(b) is exactly equal to such 
Lender's ratable portion of amounts received by the Agent but 
paid only to NatWest since the next preceding Settlement 
Date, such Lender and the Agent, in their respective records, 
shall apply such Lender's ratable portion of such amounts to 
the increase in such Lender's Revolving Credit Loans.

(vii)	If any amounts received by 
NatWest in respect of the Obligations are later required to be 
returned or repaid by NatWest to the Borrowers or any other 
obligor or their respective representatives or successors in 
interest, whether by court order, settlement or otherwise, and 
such amounts repaid or returned by NatWest are in excess of 
NatWest's ratable portion of all such amounts required to be 
returned by all Lenders, each other Lender shall, upon 
demand by NatWest with notice to the Agent, pay to the 
Agent for the account of NatWest, an amount equal to the 
excess of such Lender's ratable portion of all such amounts 
required to be returned by all Lenders over the amount, if any, 
returned directly by such Lender.  

  	(viii)  (x)  Payment by any Lender to the 
Agent shall be made not later than 12:00 noon (New 
York City time) on the Business Day such payment is 
due, provided that if such payment is due on written 
demand by another Lender, including pursuant to 
clause (d) below, such written demand shall be made 
on the paying Lender not later than 10:00 a.m. (New 
York City time) on such Business Day.  Payment by 
the Agent to any Lender shall be made by wire 
transfer, promptly following the Agent's receipt of 
funds for the account of such Lender and in the type of 
funds received by the Agent, provided that if the Agent 
receives such funds at or prior to 12:00 noon (New 
York City time), the Agent shall pay such funds to 
such Lender by 5:00 p.m. (New York City time) on 
such Business Day.  If a demand for payment is made 
after the applicable time set forth above, the payment 
due shall be made by 5:00 p.m. (New York City time) 
on the first Business Day following the date of such 
demand.

(y)	If a Lender shall, at any time, fail to 
make any payment to the Agent required hereunder, 
the Agent may, but shall not be required to, retain 
payments that would otherwise be made to such 
Lender hereunder and apply such payments to such 
Lender's defaulted obligations hereunder, at such time, 
and in such order, as the Agent may elect in its sole 
discretion.

(z)	With respect to the payment of any funds 
under this Section 2.18(c), whether from the Agent to a 
Lender or from a Lender to the Agent, the party failing 
to make full payment when due pursuant to the terms 
hereof shall, upon written demand by the other party, 
pay such amount together with interest on such amount 
at the Federal Funds Effective Rate.

(d)  (i)  The Agent shall have the right at any 
time to require, by notice to each Lender, that all settlements 
in respect of advances and repayments of Revolving Credit 
Loans be made on a daily basis.  From and after the giving of 
such notice (and until such time, if any, as the Agent notifies 
the Lenders of its determination to return to a periodic 
settlement basis), each Lender shall pay to the Agent such 
Lender's ratable portion of the amount of each Revolving 
Credit Loan on the date such Loan is made in accordance with 
the provisions of clause (c)(viii) above and the Agent shall 
pay to each Lender by wire transfer by 5:00 p.m. (New York 
City time) funds received before 12:00 noon (New York City 
time) on such Business Day by the Agent from the Borrower 
and by 5:00 p.m. (New York City time) funds received after 
1:00 (New York City time) of the preceding Business Day by 
the Agent from a Revolving Loan Borrower, by wire transfer, 
such Lender's ratable portion of the net amount of all 
payments received by the Agent hereunder in respect of the 
principal of the Revolving Credit Loans (after deducting the 
principal amount of Revolving Credit Loans made on such 
day) or in respect of interest on the Revolving Credit Loans.  
Any amount payable pursuant to this subsection which is not 
paid when due shall bear interest, payable by the Agent, for 
each day until paid in full at the Federal Funds Effective Rate 
in effect on such day.

   (ii)	In addition to, and without limiting the 
right of the Agent to require daily settlement pursuant to 
clause (i), upon written demand by NatWest with notice 
thereof to the Agent, each other Lender shall pay to the 
Agent, for the account of NatWest, as the repurchase of 
NatWest's participation interest in such Lender's Revolving 
Credit Loans, an amount equal to 100% of such Lender's 
ratable portion of the unpaid principal amount of all Non-
Ratable Loans. Payments made pursuant to this clause (ii) 
shall be made not later than 5:00 p.m. (New York City time) 
on any Business Day if demand for such payment is received 
not later than 11:00 a.m. (New York City time) on such 
Business Day; otherwise, any such payment shall be made on 
the next Business Day after demand is received therefor. 

IIA.  LETTERS OF CREDIT			

SECTION 2A.01.  Issuance of Letters 
of Credit.  Upon the request of Chock, and subject to the 
conditions set forth in Article V hereof and such other con-
ditions to the opening of letters of credit as NatWest (in such 
capacity, the "Issuing Lender"), requires of its customers 
generally, the Issuing Lender shall from time to time open the 
following letters of credit for the account of Chock: (i) 
standby letters of credit (each, an "Insurance Letter of 
Credit") which shall be issued solely for the benefit of Liberty 
Mutual Insurance Company (or such other insurance company 
as shall be designated by Chock) with respect to claims made 
in connection with worker compensation, the aggregate 
undrawn amount of all  outstanding Insurance Letters of 
Credit not at any time to exceed $4,000,000; and (ii) trade 
letters of credit (each, a "Trade Letter of Credit" and, together 
with Insurance Letters of Credit, each a "Letter of Credit" 
and, collectively, the "Letters of Credit") which shall be 
issued solely with respect to the purchase by Chock of 
inventory, the aggregate undrawn amount of all  outstanding 
Trade Letters of Credit not at any time to exceed $2,000,000.  
Notwithstanding the foregoing, the face amount of any Letter 
of Credit that Chock may request the Issuing Lender to open 
at any time shall not exceed the lesser of (A) the Total 
Commitment (minus the Line Amount through and including 
the Line Expiration Date) at such time minus (i) the Term 
Loan Facility at such time, (ii) the principal amount of all 
Revolving Credit Loans outstanding to at such time and (iii) 
the undrawn amount of all outstanding Letters of Credit at 
such time, and (B) the Chock Borrowing Base at such time 
minus (i) the unpaid principal amount of all Revolving Credit 
Loans outstanding to Chock at such time and (ii) the undrawn 
amount of all outstanding Letters of Credit at such time. 

The expiration date of any Insurance Letter of 
Credit shall not be later than one (1) year from the date of 
issuance thereof (provided, that any such Insurance Letter of 
Credit may provide for automatic annual renewals of one year 
unless a notice of non-renewal is given to the beneficiary 
thereof), and the expiration date of any Trade Letter of Credit 
shall be not later than 60 days from the date of issuance 
thereof.  In any event, no Letter of Credit shall have a final 
expiration date later than the Revolving Credit Termination 
Date.  
 
The issuance of each Letter of Credit shall be 
made on at least three (3) Business Days' prior written notice 
from Chock to the Issuing Lender, at its office at 175 Water 
Street, New York, New York 10038, with a copy to the 
Agent, which written notice shall be an application for a 
Letter of Credit on the Issuing Lender's customary form.

SECTION 2A.02.  Payment; Reimbursement.  
Upon the issuance of any Letter of Credit, the Issuing Lender 
shall notify the Agent which shall in turn notify each Lender 
of the principal amount, the number, and the expiration date 
thereof and the amount of such Lender's participation therein. 
By the issuance of a Letter of Credit hereunder and without 
further action on the part of the Agent or the Lenders, each 
Lender hereby accepts from the Issuing Lender a participation 
(which participation shall be nonrecourse to the Issuing 
Lender) in such Letter of Credit equal to such Lender's pro 
rata (based on its pro rata share of the Total Commitment) 
share of such Letter of Credit, effective upon the issuance of 
such Letter of Credit.  Each Lender hereby absolutely and 
unconditionally assumes, as primary obligor and not as a 
surety, and agrees to pay and discharge, and to indemnify and 
hold the Issuing Lender harmless from liability in respect of, 
such Lender's pro rata share of the amount of any drawing 
under a Letter of Credit.  Each Lender acknowledges and 
agrees that its obligation to acquire participations in each 
Letter of Credit issued hereunder and its obligation to make 
the payments specified herein, and the right of the Issuing 
Lender to receive the same, in the manner specified herein, 
are absolute and unconditional and shall not be affected by 
any circumstance whatsoever, including, without limitation, 
the occurrence and continuance of a Default or an Event of 
Default hereunder, and that each such payment shall be made 
without any offset, abatement, withholding or reduction 
whatsoever.  The Issuing Lender shall review, on behalf of 
the Lenders, each draft and any accompanying documents 
presented under a Letter of Credit and shall notify the Agent 
of any such presentment.  Promptly after it shall have 
ascertained that any draft and any accompanying documents 
presented under such Letter of Credit appear on their face to 
be in substantial conformity with the terms and conditions of 
the Letter of Credit, the Issuing Lender shall give telephonic 
or facsimile notice to the Agent and Chock of the receipt and 
amount of such draft and the date on which payment thereon 
will be made, and the Lenders shall, by 11:00 a.m., New York 
City time on the date such payment is to be made, pay the 
amounts required to the Agent on behalf of the Issuing Lender 
in New York, New York in immediately available funds, and 
the Issuing Lender, not later than 3:00 p.m. on such day, shall 
make the appropriate payment to the beneficiary of such 
Letter of Credit. If the Lenders and/or Issuing Lender shall 
pay any draft presented under a Letter of Credit, then the 
Agent, on behalf of the Lenders and/or Issuing Lender, shall 
charge the general deposit account of Chock with the Agent 
for the amount thereof, together with the Agent's customary 
overdraft fee in the event the funds available in such account 
shall not be sufficient to reimburse the Lenders and/or Issuing 
Lender for such payment and Chock shall not otherwise have 
discharged such reimbursement obligation by 11:00 a.m., 
New York City time, on the date of such payment.  If the 
Lenders and/or Issuing Lender have not been reimbursed with 
respect to such drawing as provided above, Chock shall pay to 
the Agent, for the account of the Lenders and Issuing Lender, 
the amount of the drawing together with interest on such 
amount at a rate per annum (computed on the basis of the 
actual number of days elapsed over a year of 360 days) equal 
to the Prime Rate plus one and one half (1 1/2%), payable on 
demand.  The Borrowers shall be jointly and severally liable 
under this Article IIA to reimburse the Agent, the Lenders and 
the Issuing Lender for all drawings under Letters of Credit, 
and such obligation shall be absolute, unconditional and 
irrevocable and shall be satisfied strictly in accordance with 
its terms, irrespective of:

(a)	any lack of validity or 
enforceability of any Letter of Credit;
(b)	the existence of any claim, setoff, 
defense or other right which Chock, any other 
Borrower or any other person may at any time 
have against the beneficiary under any Letter of 
Credit, the Agent, the Issuing Lender or any 
Lender (other than the defense of payment in 
accordance with the terms of this Agreement or 
a defense based on the bad faith or willful 
misconduct of the Agent, the Issuing Lender or 
any Lender) or any other person in connection 
with this Agreement or any other transaction;

(c)	any draft or other document 
presented under any Letter of Credit proving to 
be forged, fraudulent, invalid or insufficient in 
any respect or any statement therein being 
untrue or inaccurate in any respect; 

(d)	payment by the Agent, the Issuing 
Lender or any Lender under any Letter of Credit 
against presentation of a draft or other 
document which does not comply with the terms 
of such Letter of Credit; and

(e)	any other circumstance or event 
whatsoever, whether or not similar to any of the 
foregoing.

It is understood that in making any payment 
under any Letter of Credit (x) the Issuing Lender's 
exclusive reliance on the documents presented to it 
under such Letter of Credit as to any and all matters set 
forth therein, including, without limitation, reliance on 
the amount of any draft presented under such Letter of 
Credit, whether or not the amount due to the 
beneficiary equals the amount of such draft and 
whether or not any document presented pursuant to 
such Letter of Credit proves to be insufficient in any 
respect, if such document on its face appears to be in 
order, and whether or not any other statement or any 
other document presented pursuant to such Letter of 
Credit proves to be forged or invalid or any statement 
therein proves to be inaccurate or untrue in any respect 
whatsoever and (y) any noncompliance in any 
immaterial respect of the documents presented under 
such Letter of Credit with the terms thereof shall, in 
each case, not be deemed bad faith or willful 
misconduct of the Issuing Lender or any Lender.

SECTION 2A.03.  Issuing Lender's Actions.  
Any Letter of Credit may, in the discretion of the Issuing 
Lender or its correspondents, be interpreted by them (to the 
extent not inconsistent with such Letter of Credit) in 
accordance with the Uniform Customs and Practice for 
Documentary Credits of the International Chamber of 
Commerce, as adopted or amended from time to time, or any 
other rules, regulations and customs prevailing at the place 
where any Letter of Credit is available or the drafts are drawn 
or negotiated.  The Issuing Lender and its correspondents may 
accept and act upon the name, signature, or act of any party 
purporting to be the executor, administrator, receiver, trustee 
in bankruptcy, or other legal representative of any party 
designated in any Letter of Credit in the place of the name, 
signature, or act of such party.

SECTION 2A.04.  Payments in Respect of 
Increased Costs.  (a) Notwithstanding any other provision 
herein, if after the date of this Agreement any change in 
applicable law or regulation or in the interpretation or 
administration thereof by any governmental authority charged 
with the interpretation or administration thereof (whether or 
not having the force of law) or any change in generally 
accepted accounting principles or regulatory accounting 
principles applicable to the Agent, the Issuing Lender or any 
Lender shall (i) impose, modify or make applicable to the 
Agent, the Issuing Lender or any Lender any reserve, special 
deposit or similar requirement with respect to its obligations 
under this Article IIA or any Letter of Credit, (ii) impose on 
the Agent, the Issuing Lender or any Lender any other 
condition with respect to its obligations under this Article IIA 
or any Letter of Credit, or (iii) subject the Agent, the Issuing 
Lender or any Lender to any tax (other than (x) taxes imposed 
on the overall net income of the Agent, the Issuing Lender or 
such Lender and (y) franchise taxes imposed on the Agent, the 
Issuing Lender or such Lender, in either case by the 
jurisdiction in which the Agent, the Issuing Lender or such 
Lender has its principal office or lending office or any 
political subdivision or taxing authority of any such 
jurisdiction), charge, fee, deduction or withholding of any 
kind whatsoever, and the result of any of the foregoing shall 
be to increase the cost to the Agent, the Issuing Lender or 
such Lender of maintaining such Letter of Credit or making 
any payment under such Letter of Credit or this Article IIA or 
to reduce the amount of principal, interest or any fee or 
compensation receivable by the Agent, the Issuing Lender or 
such Lender in respect of this  Article IIA or such Letter of 
Credit, then such additional amount or amounts as will 
compensate the Agent, the Issuing Lender or such Lender for 
such additional costs or reduction shall be paid by Chock to 
the Agent, the Issuing Lender or such Lender. The Issuing 
Lender and each Lender agrees to give notice to Chock and 
the Agent of any such change in law, regulation, interpre-
tation or administration with reasonable promptness after 
becoming actually aware thereof and of the applicability 
thereof to the transactions contemplated in this Article IIA.

(b)	If, after the date of this 
Agreement, the Issuing Lender or any Lender shall 
have determined that the adoption of any applicable 
law, rule, regulation or guideline regarding capital 
adequacy, or any change therein, or any change in the 
interpretation or administration thereof by any 
governmental authority, central bank or comparable 
agency charged with the interpretation or administra-
tion thereof, or compliance by the Issuing Lender or 
any Lender (or its lending office) with any request or 
directive regarding capital adequacy (whether or not 
having the force of law) of any such authority, central 
bank or comparable agency, has or would have the 
effect of reducing the rate of return on the Issuing 
Lender's or such Lender's capital as a consequence of 
its obligations under this Article IIA to a level below 
that which the Issuing Lender or such Lender could 
have achieved but for such adoption, change or 
compliance (taking into consideration the Issuing 
Lenders or such Lender's policies with respect to 
capital adequacy) then from time to time, Chock shall 
pay to such Lender or the Issuing Lender, as 
applicable, such additional amount or amounts as will 
compensate the Issuing Lender or such Lender for such 
reduction.  The Issuing Lender and each Lender agrees 
to give notice to Chock and the Agent of any adoption 
of, change in, or change in interpretation or 
administration of, any such law, rule, regulation or 
guideline with reasonable promptness after becoming 
actually aware thereof and of the applicability thereof 
to the transactions contemplated hereby.

(c)	A certificate of the Issuing Lender 
or a Lender setting forth such amount or amounts, 
supported by calculations in reasonable detail, as shall 
be necessary to compensate the Issuing Lender or such 
Lender as specified in paragraphs(a) and (b) above 
shall be delivered to Chock and the Agent shall be 
conclusive and binding upon Chock absent manifest 
error.  Chock shall pay the Issuing Lender or such 
Lender the amount shown as due on any such 
certificate within five (5) Business Days after its 
receipt of the same.

(d)	Failure on the part of any Lender 
or the Issuing Lender to demand compensation for any 
increased costs, reduction in amounts received or 
receivable with respect to this Article IIA or any Letter 
of Credit or reduction in the rate of return earned on 
the Issuing Lender's or such Lender's capital, in each 
case pursuant to paragraph (a) or (b) above, shall not 
constitute a waiver of the Issuing Lender's or such 
Lender's rights to demand compensation for any 
increased costs or reduction in amounts received or 
receivable or reduction in rate of return pursuant to 
paragraph (a) or (b) above.  The protection under this 
Section 2A.04 shall be available to each Lender and 
the Issuing Lender regardless of any possible 
contention of the invalidity or inapplicability of any 
law, regulation or other condition which shall give rise 
to any demand by the Issuing Lender or such Lender 
for compensation (but if such law, regulation or other 
condition is finally determined to be invalid or 
inapplicable, the Issuing Lender or Lender shall 
promptly refund (without interest) all amounts paid 
under this Section 2A.04 arising from such invalid or 
inapplicable law, regulation or other condition).

SECTION 2A.05.  Indemnity as to Letters of 
Credit.  The Borrowers hereby agree, jointly and severally, to 
indemnify and hold harmless the Agent, the Issuing Lender 
and the Lenders from and against any and all claims, 
damages, losses, liabilities, costs or expenses whatsoever 
which the Agent, the Issuing Lender or the Lenders may incur 
or suffer by reason of or in connection with the execution and 
delivery or assignment of, or payment under, any Letter of 
Credit, except to the extent that any such claim, damage, loss, 
liability, cost or expense shall be found by a court of final 
determination to have been caused by the bad faith or willful 
misconduct of the Agent, the Issuing Lender or any Lender 
performing its obligations under this Agreement.  Without 
limiting the foregoing, the Borrowers further agree jointly and 
severally to indemnify and hold harmless the Issuing Lender, 
its officers and directors, each person who controls the 
Issuing Lender within the meaning of Section 15 of the 
Securities Act of 1933 or any applicable state securities law 
and their respective successors from and against any and all 
claims, damages, losses, liabilities, costs or expenses, joint or 
several, to which they or any of them may become subject 
under any Federal or state securities law, rule or regulation, at 
common law or otherwise, insofar as such claims, damages, 
losses, liabilities, costs or expenses arise out of or are based 
upon the execution and delivery by the Issuing Lender of any 
Letters of Credit or the execution and delivery of any other 
document in connection therewith (but not including any 
claims, damages, losses, liabilities, costs or expenses which a 
court of final determination finds has been caused by the bad 
faith or willful misconduct of the Issuing Lender).  The 
Borrowers, upon demand by the Issuing Lender at any time, 
shall reimburse the Agent, the Issuing Lender and the Lenders 
for any reasonable legal or other expenses incurred in 
connection with investigating or defending against any of the 
foregoing.  The indemnities contained herein shall survive the 
expiration or termination of the Letters of Credit and this 
Agreement.

SECTION 2A.06.  Letter of Credit Fees.  (a)  
The Borrowers agree to pay to the Agent for the ratable 
benefit of the Issuing Lender and Lenders at the Agent's 
offices at 175 Water Street, New York, New York 10038, (i) 
with respect to each Insurance Letter of Credit (x) a letter of 
credit fee equal to one and three quarters percent (1 3/4%) per 
annum of the face amount of each such Insurance Letter of 
Credit, payable monthly in advance in immediately available 
funds during the period in which any such Insurance Letter of 
Credit is outstanding, commencing with the day of issuance of 
each such Insurance Letter of Credit plus (y) an issuance fee 
charged by the Issuing Lender for transactions of this nature 
(such fees currently being in the amount of up to $200, but 
subject to change) payable to the Issuing Lender, on the date 
of issuance of such Insurance Letter of Credit in immediately 
available funds, and (ii) with respect to each Trade Letter of 
Credit (x) a payment fee equal to one quarter of one percent 
(1/4%) of the amount paid by the Issuing Lender under any 
Trade Letter of Credit on the date of payment by the Issuing 
Lender plus (y) the usual fees charged by the Issuing Lender 
with respect to Trade Letters of Credit and transactions of this 
nature.  The Borrowers shall pay to the Issuing Lender at its 
offices specified above with respect to any amendment to a 
Letter of Credit (other than regularly scheduled amendments 
to which the Issuing Lender and Chock agree as at the issuing 
date of any Letter of Credit) a fee charged by the Issuing 
Lender for transactions of this nature (such fees currently 
being in the amount of up to $65, but subject to change). The 
Agent shall disburse to the Issuing Lender and each Lender 
the Issuing Lender's and such Lender's pro rata share of any 
payment of the fees referred to in clauses (i)(x) and (ii)(x) of 
the first sentence of this Section 2A.06 in immediately 
available funds within two (2) Business Days of the Agent's 
receipt of such payment.

(b)  	The Borrowers agree to pay to the Agent 
for the benefit of the Issuing Lender a letter of credit fee in 
addition to any fees paid in accordance with paragraph (a) 
above with respect to Insurance Letters of Credit, equal to one 
quarter of one percent (1/4%) per annum of the face amount 
of each Insurance Letter of Credit, at the Agent's offices at 
175 Water Street, New York, New York 10038, monthly in 
advance in immediately available funds during the period in 
which any such Insurance Letter of Credit is outstanding, 
commencing with the day of issuance of each such Insurance 
Letter of Credit.

III.  COLLATERAL SECURITY

SECTION 3.01.  Security Documents.  The 
Obligations shall be secured by the Collateral described in the 
Security Documents and are entitled to the benefits thereof.  
The Borrowers shall duly execute and deliver the Security 
Documents, all consents of third parties necessary to permit 
the effective granting of the Liens created in such agreements, 
financing statements pursuant to the Uniform Commercial 
Code and other documents, all in form and substance 
satisfactory to the Agent, as may be reasonably required by 
the Agent to grant to the Lenders a valid, perfected and 
enforceable first priority Lien on and security interest in 
(subject only to the Liens permitted under Section 7.01 
hereof) the Collateral.

SECTION 3.02.  Filing and Recording.  The 
Borrowers shall, at their sole cost and expense, cause all 
instruments and documents given as evidence of security 
pursuant to this Agreement to be duly recorded and/or filed or 
otherwise perfected in all places necessary, in the opinion of 
the Agent, and take such other actions as the Agent may 
reasonably request, in order to perfect and protect the Liens of 
the Agent and Lenders in the Collateral.  The Borrowers, to 
the extent permitted by law, hereby authorize the Agent to file 
any financing statement in respect of any Lien created 
pursuant to the Security Documents which may at any time be 
required or which, in the opinion of the Agent, may at any 
time be desirable although the same may have been executed 
only by the Agent or, at the option of the Agent, to sign such 
financing statement on behalf of the Borrowers and file the 
same, and the Borrowers hereby irrevocably designate the 
Agent, its agents, representatives and designees as its agent 
and attorney-in-fact for this purpose.  In the event that any re-
recording or refiling thereof (or the filing of any statements of 
continuation or assignment of any financing statement) is 
required to protect and preserve such Lien, the Borrowers 
shall, at the Borrowers' cost and expense, cause the same to be 
recorded and/or refiled at the time and in the manner 
requested by the Agent.


IV.  REPRESENTATIONS AND WARRANTIES

Each of the Borrowers jointly and severally 
represents and warrants to each of the Lenders that both 
before and after giving effect to consummation of the 
Transactions (including, without limitation, under the 
Acquisition Documents):

SECTION 4.01.  Organization, Legal Existence. 
 Each Borrower and its subsidiaries is a limited partnership or 
corporation, as the case may be, duly organized, validly 
existing and in good standing under the laws of the 
jurisdiction of its organization, has the requisite power and 
authority to own its property and assets and to carry on its 
business as now conducted and as currently proposed to be 
conducted and is qualified or registered to do business in 
every jurisdiction where such qualification or registration is 
required (all such jurisdictions being listed in Schedule 4.01 
annexed hereto), unless failure to so qualify shall not have a 
Material Adverse Effect.  Each of the Borrowers has the 
power to execute, deliver and perform its obligations under 
this Agreement and the other Loan Documents to which it is a 
party, and to borrow hereunder and to execute and deliver the 
Notes.  


SECTION 4.02.  Authorization.  The execution, 
delivery and performance by each of the Borrowers of this 
Agreement and each of the other Loan Documents to which it 
is a party, the borrowings hereunder by the Borrowers, the 
execution and delivery by the Borrowers of the Notes, the 
grant of security interests in the Collateral created by the 
Security Documents and the transactions contemplated to 
occur under or in connection with the Acquisition Documents 
(collectively, the "Transactions") (a) have been duly 
authorized by all requisite partnership or corporate and, if 
required, partner or stockholder action, as applicable, and (b) 
will not (i) violate (A) any provision of law, statute, rule or 
regulation or the certificate or articles of incorporation or 
agreement of limited partnership or other applicable 
constitutive documents or the by-laws of the Borrowers, or 
their respective subsidiaries, as the case may be, (B) any order 
of any court, or any rule, regulation or order of any other 
agency of government binding upon the Borrowers, or their 
respective subsidiaries, or (C) any provisions of any material 
indenture, agreement or other instrument to which the 
Borrowers, or their respective subsidiaries, or any of their 
respective properties or assets are or may be bound, (ii) be in 
conflict with, result in a breach of or constitute (alone or with 
notice or lapse of time or both) a default under any material 
indenture, agreement or other instrument referred to in 
(b)(i)(C) above or (iii) result in the creation or imposition of 
any Lien of any nature whatsoever (other than in favor of the 
Agent, for the benefit of the Lenders, as contemplated by this 
Agreement and the Security Documents) upon any property or 
assets of the Borrowers, or their respective subsidiaries.

SECTION 4.03.  Governmental Approvals.  No 
registration or filing (other than the filings necessary to 
perfect the Liens created by the Security Documents) with 
consent or approval of, or other action by, any Federal, state 
or other governmental agency, authority or regulatory body is 
or will be required in connection with the Transactions, other 
than any which have been made or obtained.

SECTION 4.04.  Binding Effect.  This 
Agreement and each of the other Loan Documents to which it 
is a party constitutes, and each of the Notes when duly 
executed and delivered will constitute, a legal, valid and 
binding obligation of the Borrowers enforceable in 
accordance with its terms, subject to the effect of any 
applicable bankruptcy, insolvency, reorganization, 
moratorium or similar laws affecting creditors' rights 
generally.

SECTION 4.05.  Material Adverse Change.  
Except as set forth in Schedule 4.05 annexed hereto, as at the 
Closing Date, there has been no material adverse change in 
the business, assets, liabilities, prospects or financial 
condition of Chock or its subsidiaries since July 31, 1995.

SECTION 4.06.  Litigation; Compliance with 
Laws; etc.  (a)  Except as set forth in Schedule 4.06(a) 
annexed hereto, there are not any actions, suits or proceedings 
at law or in equity or by or before any governmental 
instrumentality or other agency or regulatory authority now 
pending or, to the knowledge of any Responsible Officer of 
any Borrower threatened against or affecting any Borrower or 
any of its subsidiaries or the businesses, assets or rights of any 
Borrower or any of its subsidiaries (i) which involve any of 
the Transactions or (ii) as to which it is probable (within the 
meaning of Statement of Financial Accounting Standards No. 
5) that there will be an adverse determination and which, if 
adversely determined, would, individually or in the aggregate, 
materially impair the ability of any Borrower to conduct 
business substantially as now conducted, or have a Material 
Adverse Effect.

(b)  	Except as set forth in Schedule 4.06(b) 
annexed hereto, no Borrower or subsidiary thereof is in 
violation of any material law, or in default with respect to any 
judgment, writ, injunction, decree, material rule or material 
regulation of any court or governmental agency or instrument-
ality.


SECTION 4.07.  Financial Statements.  (a)  
Chock has heretofore furnished to the Agent Consolidated 
and consolidating balance sheets and statements of income 
and cash flows of Chock and its subsidiaries dated as of July 
31, 1995, the Consolidated financial statements having been 
audited by and accompanied by the opinion of independent 
certified public accountants.  Such balance sheets and 
statements of income and cash flows present fairly the 
financial condition, results of operations and cash flows of 
Chock and its subsidiaries, as of the date and for the period 
indicated, and such balance sheets and the notes thereto 
disclose all material liabilities, direct or contingent, of Chock 
and its subsidiaries as of the dates thereof.  The financial 
statements referred to in this Section 4.07 have been prepared 
in accordance with generally accepted accounting principles 
consistently applied.  

(b)  	Chock has heretofore furnished to the 
Agent annual projected income statements, balance sheets and 
cash flows of Chock on a Consolidated basis through July 31, 
2000 demonstrating prospective compliance with all financial 
covenants contained in this Agreement, such projections 
disclosing all assumptions made by Chock in formulating 
such projections and giving effect to the Transactions.  The 
projections are based upon reasonable estimates and 
assumptions, all of which are reasonable in light of the 
conditions which existed at the time the projections were 
made, have been prepared on the basis of the assumptions 
stated therein, and reflect as of the Closing Date the 
reasonable estimate of Chock of the results of operations and 
other information projected therein.

SECTION 4.08.  Federal Reserve Regulations.  
(a) No Borrower or subsidiary thereof is engaged principally, 
or as one of its important activities, in the business of 
extending credit for the purpose of purchasing or carrying 
Margin Stock.

(b)  	No part of the proceeds of the Loans will 
be used, whether directly or indirectly, and whether 
immediately, incidentally or ultimately, (i) to purchase or 
carry Margin Stock or to extend credit to others for the 
purpose of purchasing or carrying Margin Stock or to refund 
indebtedness originally incurred for such purpose, or (ii) for 
any purpose which entails a violation of, or which is 
inconsistent with, the provisions of the Regulations of the 
Board, including, without limitation, Regulation G, T, U or X 
thereof.  If requested by any Lender, the Borrowers or any 
subsidiary of any thereof shall furnish to such Lender a 
statement on Federal Reserve Form U-1 referred to in said 
Regulation U.

SECTION 4.09.  Taxes.  Each Borrower and 
each of their respective subsidiaries has filed or caused to be 
filed all Federal, state, local and foreign tax returns which are 
required to be filed by it, on or prior to the date hereof, other 
than tax returns (i) in respect of taxes that (w) are not 
franchise, capital or income taxes, (x) in the aggregate are not 
material and (y) would not, if unpaid, result in the imposition 
of any Lien on any property or assets of any Borrower or any 
its subsidiaries which is in excess of that permitted under the 
last sentence of this Section and (ii) for the Fiscal Year ended 
July 31, 1995 as to which extensions have been granted by the 
applicable taxing authority.  Each Borrower and each of its 
subsidiaries has paid or caused to be paid all taxes shown to 
be due and payable on such filed returns or on any 
assessments received by it, other than (i) any taxes or assess-
ments the validity of which such Borrower or such subsidiary 
is contesting in good faith by appropriate proceedings, with 
respect to which the Borrower or such subsidiary shall, to the 
extent required by generally accepted accounting principles 
consistently applied have set aside on its books adequate 
liabilities, and as to which the taxes or assessments being 
contested shall not affect the Agent's Lien, or the priority 
thereof, on any Collateral, and (ii) taxes other than income, 
capital or franchise taxes that in the aggregate are not material 
and which would not, if unpaid, result in the imposition of 
any Lien on any property or assets of any Borrower or any of 
its subsidiaries in excess of that permitted under the last 
sentence of this Section.  No Federal income tax returns of 
any Borrower or any of its subsidiaries are currently being 
audited by the United States Internal Revenue Service and no 
Borrower or subsidiary thereof has, except as set forth in 
clause (ii) of the first sentence of this Section,  as of the 
Closing Date requested or been granted any extension of time 
to file any Federal, state, local or foreign tax return.  None of 
the Borrowers or their subsidiaries are party to or have any 
obligation under any tax sharing agreement.  In no event shall 
there be permitted Liens imposed under circumstances 
contemplated by this Section 4.09 on property or assets of the 
Loan Parties in excess of $500,000 at any time. 

SECTION 4.10.  Employee Benefit Plans.  With 
respect to the provisions of ERISA:

(i)	No Reportable Event has occurred or is 
continuing with respect to any Pension Plan.

(ii)	No material prohibited transaction 
(within the meaning of Section 406 of ERISA or Section 4975 
of the Code) has occurred with respect to any Plan subject to 
Part 4 of Subtitle B of Title I of ERISA.

(iii)  	Except as set forth on Schedule 4.10, 
none of the Borrowers (other than Cain's) or any ERISA 
Affiliate is now, or has been during the preceding five years, 
obligated to contribute to a Pension Plan or a Multiemployer 
Plan except as set forth in Schedule 4.10 hereto.  None of the 
Borrowers (other than Cain's) or any ERISA Affiliate has (A) 
ceased operations at a facility so as to become subject to the 
provisions of Section 4068(f) of ERISA, (B) withdrawn as a 
substantial employer so as to become subject to the provisions 
of Section 4063 of ERISA, (C) ceased making contributions 
to any Pension Plan subject to the provisions of Section 
4064(a) of ERISA to which the Borrowers, any subsidiary or 
any ERISA Affiliate made contributions, (D) incurred or 
caused to occur a "complete withdrawal" (within the meaning 
of Section 4203 of ERISA) or a "partial withdrawal" (within 
the meaning of Section 4205 of ERISA) from a Multi-
employer Plan so as to incur withdrawal liability under 
Section 4201 of ERISA (without regard to subsequent 
reduction or waiver of such liability under Section 4207 or 
4208 of ERISA), or (E) been a party to any transaction or 
agreement under which the provisions of Section 4204 of 
ERISA were applicable.

(iv)	No notice of intent to terminate a 
Pension Plan has been filed by any of the Borrowers or any 
ERISA Affiliate, nor has any Pension Plan been terminated 
pursuant to the provisions of Section 4041(e) of ERISA.

(v)	To the knowledge of the Borrowers, the 
PBGC has not instituted proceedings to terminate (or appoint 
a trustee to administer) a Pension Plan and no event has 
occurred or condition exists which constitutes grounds under 
the provisions of Section 4042 of ERISA for the termination 
of (or the appointment of a trustee to administer) any such 
Plan.

    	(vi)	The current liability (calculated as of the 
first day of each plan year) of the Pension Plans, as reported 
in IRS Form 5500, shall not exceed the fair market value of 
the assets of such Plans by more than $3,000,000 (determined 
as of the date of the most recent actuarial valuation of the 
Plans). No such Pension Plan has incurred any "accumulated 
funding deficiency" (as defined in Section 412 of the Code), 
whether or not waived.

   	(vii)	There are no actions, suits or claims 
pending (other than routine claims for benefits) which could 
reasonably be expected to be asserted against any Plan or the 
assets of any such Plan.  No civil or criminal action brought 
pursuant to the provisions of Title I, Subtitle B, Part 5 of 
ERISA is pending or, to the knowledge of the Borrowers or 
any ERISA Affiliate, threatened against any fiduciary or any 
Plan.  

(viii)	All of the Plans comply currently, and 
have complied in the past, both as to form and operation, in 
all material respects with their terms and with the provisions 
of ERISA and the Code, and all other applicable laws, rules 
and regulations; all necessary governmental approvals for the 
Plans have been obtained and a favorable determination as to 
the qualification under Section 401(a) of the Code of each of 
the Plans which is an employee pension benefit plan, if any, 
(within the meaning of Section 3(2) of ERISA) has been made 
by the Internal Revenue Service and a recognition of 
exemption from federal income taxation under Section 501(a) 
of the Code of each of the funded employee welfare benefit 
plans (within the meaning of Section 3(1) of ERISA) will be 
applied for from the Internal Revenue Service, and to the 
knowledge of the Borrowers nothing has occurred since the 
date of each such determination or recognition letter that 
would adversely affect such qualification.
SECTION 4.11.  No Material Misstatements.  
No information, report, financial statement, exhibit or 
schedule prepared or furnished by or on behalf of the 
Borrowers to the Agent or any Lender in connection with any 
of the Transactions or this Agreement, the Security 
Documents, the Notes or any other Loan Documents or 
included therein contained or contains any material 
misstatement of fact or omitted or omits to state any material 
fact necessary to make the statements therein, in the light of 
the circumstances under which they were made, not 
misleading.

SECTION 4.12.  Investment Company Act; 
Public Utility Holding Company Act.  No Borrower or 
subsidiary thereof is an "investment company" as defined in, 
or is otherwise subject to regulation under, the Investment 
Company Act of 1940.  No Borrower or subsidiary thereof is 
a "holding company" as that term is defined in or is otherwise 
subject to regulation under, the Public Utility Holding 
Company Act of 1935.

SECTION 4.13.  Security Interest.  Each of the 
Security Documents creates and grants to the Agent, for the 
benefit of the Lenders, a legal, valid and (except with respect 
to the Borrowers' motor vehicles as to which all actions 
necessary to perfect the interest of the Agent therein shall be 
taken by the Borrowers within 30 days of the Agent's request 
after the Closing Date) perfected first (except as permitted 
pursuant to Section 7.01 hereof) priority security interest in 
the collateral identified therein.  Such collateral or property is 
not subject to any other Liens whatsoever, except Liens 
permitted by Section 7.01 hereof.

SECTION 4.14.  Use of Proceeds.  All proceeds 
of the borrowing under the Total Revolving Credit 
Commitment on the Closing Date, if any, and thereafter shall 
be used to provide for working capital requirements and for 
general corporate purposes of the Borrowers. 

SECTION 4.15.  Subsidiaries.  As of the 
Closing Date, Schedule 4.15 annexed hereto sets forth each 
subsidiary of each Borrower, its jurisdiction of incorporation, 
its capitalization and ownership of capital stock of each such 
subsidiary.

SECTION 4.16.  Title to Properties; Possession 
Under Leases; Trademarks.  (a)  Each Borrower and each 
subsidiary has good and marketable title to, or valid leasehold 
interest in, all of its respective properties and assets shown on 
the most recent balance sheet referred to in Section 4.07(a) 
hereof and all assets and properties acquired since the date of 
such balance sheet, except for such properties as are no longer 
used or useful in the conduct of its business or as have been 
disposed of in the ordinary course of business, and except for 
minor defects in title that do not interfere with the ability of 
any Borrower or any subsidiary thereof to conduct its business 
as now conducted.  All such assets and properties are free and 
clear of all Liens other than those permitted by Section 7.01 
hereof.
(b)	Each Borrower and each of its 
subsidiaries has complied in all material respects with all 
obligations under all leases to which it is a party and under 
which it is in occupancy, and all such leases are in full force 
and effect and each Borrower and each of its subsidiaries 
enjoys peaceful and undisturbed possession under all such 
leases.

(c)  	Each Borrower and each of its respective 
subsidiaries owns or controls all material trademarks, 
trademark rights, trade names, trade name rights, copyrights, 
patents, patent rights and licenses which are necessary for the 
conduct of the business of such Borrower and such subsidiary. 
 No Borrower or subsidiary thereof is infringing upon or 
otherwise acting adversely to any of such trademarks, 
trademark rights, trade names, trade name rights, copyrights, 
patent rights or licenses owned by any other person or 
persons.  There is no claim or action by any such other person 
pending, or to the knowledge of any Responsible Officer of 
any Borrower or any subsidiary thereof, threatened, against 
any Borrower or any subsidiary thereof with respect to any of 
the rights or property referred to in this Section 4.16(c).  

SECTION 4.17.  Solvency.  (a)  The fair salable 
value of the assets of each Borrower and its Consolidated 
subsidiaries is not less than the amount that will be required to 
be paid on or in respect of the probable liability on the 
existing debts and other liabilities (including contingent 
liabilities) of such Borrower and its Consolidated subsidiaries, 
as they become absolute and mature.

(b)  	The assets of each Borrower and its 
Consolidated subsidiaries do not constitute unreasonably 
small capital for such Borrower and its Consolidated 
subsidiaries to carry out their business as now conducted and 
as proposed to be conducted including the capital needs of 
such Borrower and its Consolidated subsidiaries, taking into 
account the particular capital requirements of the business 
conducted by such Borrower and its Consolidated subsidiaries 
and projected capital requirements and capital availability 
thereof.

(c)  	No Borrower or any subsidiary thereof 
intends to incur debts beyond its ability to pay such debts as 
they mature (taking into account the timing and amounts of 
cash to be received by such Borrower and such subsidiary, 
and of amounts to be payable on or in respect of debt of such 
Borrower and such subsidiary).  The cash flow of each 
Borrower and its Consolidated subsidiaries, after taking into 
account all anticipated uses of the cash of such Borrower and 
its Consolidated subsidiaries, will at all times be sufficient to 
pay all such amounts on or in respect of debt of such 
Borrower and its Consolidated subsidiaries when such 
amounts are required to be paid.

(d)  	No Borrower or any subsidiary thereof 
believes that final judgments against it in actions for money 
damages presently pending will be rendered at a time when, 
or in an amount such that, it will be unable to satisfy any such 
judgments promptly in accordance with their terms (taking 
into account the maximum reasonable amount of such 
judgments in any such actions and the earliest reasonable time 
at which such judgments might be rendered).  The cash flow 
of such Borrower and its Consolidated subsidiaries, after 
taking into account all other anticipated uses of the cash of 
such Borrower and its Consolidated subsidiaries (including 
the payments on or in respect of debt referred to in paragraph 
(c) of this Section), will at all times be sufficient to pay all 
such judgments promptly in accordance with their terms.

SECTION 4.18.  Permits, etc.  Each Borrower 
and each of its subsidiaries possesses all licenses, permits, 
approvals and consents, including, without limitation, all 
environmental, health and safety licenses, permits, approvals 
and consents (collectively, "Permits") of all Federal, state and 
local governmental authorities which are material to conduct 
properly its business, each such Permit is and will be in full 
force and effect, each Borrower and each subsidiary is in 
compliance in all material respects with all such Permits, and 
no event (including, without limitation, any violation of any 
law, rule or regulation) has occurred which allows the 
revocation or termination of any such Permit or any restriction 
thereon.

SECTION 4.19.  Compliance with 
Environmental Laws.  Except as disclosed in Schedule 4.19 
hereto:  (i) the operations of the Borrowers and their 
subsidiaries comply in all material respects with all applicable 
Environmental Laws; (ii) the Borrowers and their subsidiaries 
and all of their present facilities or operations, as well as to 
the knowledge of the Borrowers and their subsidiaries their 
past facilities or operations, are not subject to any judicial 
proceeding or administrative proceeding or any outstanding 
written order or agreement with any governmental authority 
or private party respecting (a) any Environmental Law, (b) 
any Remedial Work, or (c) any Environmental Claims arising 
from the Release of a Contaminant into the environment; (iii) 
to the best of the knowledge of the Borrowers and their 
subsidiaries, none of their operations is the subject of any 
Federal or state investigation evaluating whether any 
Remedial Work is needed to respond to a Release of any 
Contaminant into the environment in violation of any 
Environmental Law; (iv) none of the Borrowers or any 
subsidiaries of the Borrowers nor any predecessor of any of 
the Borrowers or any subsidiary of any Borrower has filed any 
notice under any Environmental Law indicating past or 
present treatment, storage, or disposal of a Hazardous 
Material or reporting a spill or Release of a Contaminant into 
the environment in violation of any Environmental Law; (v) 
to the best of the knowledge of the Borrowers and their 
subsidiaries, none of the Borrowers or their subsidiaries has 
any contingent liability in connection with any Release of any 
Contaminant into the environment; (vi) none of the operations 
of the Borrowers or their subsidiaries involve the generation, 
transportation, treatment or disposal of Hazardous Materials 
except de minimis amounts used by the Borrowers in the 
ordinary course of manufacturing, all such Hazardous 
Materials being used and disposed of in compliance with 
Environmental Laws and regulations; (vii) neither the 
Borrowers nor their subsidiaries have disposed of any 
Contaminant by placing it in or on the ground or waters of any 
premises owned, leased or used by any of them and to the 
knowledge of the Borrowers and their subsidiaries neither has 
any lessee, prior owner, or other person; (viii) to the best of 
the Borrowers' knowledge, no underground storage tanks or 
surface impoundments are on any property of the Borrowers 
and their subsidiaries and in the case of the storage tanks 
listed in Schedule 4.19 hereto, the Borrowers are in full 
compliance with all applicable Environmental Laws (except 
as set forth on Schedule 4.19 hereto) and (ix) no Lien in favor 
of any governmental authority for (A) any liability under any  
Environmental Law or regulations, or (B) damages arising 
from or costs incurred by such governmental authority in 
response to a Release of a Contaminant into the environment, 
has been filed or attached to the property of the Borrowers 
and their subsidiaries.

SECTION 4.20.  No Change in Credit Criteria 
or Collection Policies.  There has been no material change in 
credit criteria or collection policies concerning account 
receivables of any of the Borrowers since July 31, 1995.  
Without duplication, all Eligible Receivables of the 
Borrowers are valid, binding and enforceable obligations of 
account debtors and are not subject to any claims, defenses or 
setoffs.  All account receivables (other than Eligible 
Receivables) are valid, binding and enforceable obligations of 
account debtors.

SECTION 4.21.  Warehouses.  Schedule 4.21 
sets forth the correct names and addresses of all warehouses 
in which any Borrower or any subsidiary holds any 
inventories and neither the Borrowers nor any subsidiaries 
hold any inventories at any location other than such 
warehouses or the Borrowers' or subsidiaries' plants located in 
Brooklyn, New York, Rochester, New York, St. Louis and 
Springfield, Missouri, Hialeah, Florida, Secaucus, New 
Jersey,  Castroville, California, and Oklahoma City, 
Oklahoma.

SECTION 4.22.  Acquisition Documents.  The 
representations and warranties contained in the Acquisition 
Documents and made by Nestl Beverage Company are true 
and correct in all material respects to the best of Chock's 
knowledge, and those made by Chock are true and correct in 
all material respects.


V.  CONDITIONS OF CREDIT EVENTS

The obligation of each Lender to make Loans 
and of the Issuing Lender to issue Letters of Credit hereunder 
shall be subject to the following conditions precedent:

SECTION 5.01.  All Credit Events.  On each 
date on which a Credit Event is to occur:
(a)  	The Agent shall have received a notice of 
borrowing as required by Section 2.03 hereof or a 
request for the issuance of a Letter of Credit in 
accordance with Section 2A.01 hereof.

(b)  	The representations and warranties set 
forth in Article IV hereof and in any documents 
delivered herewith, including, without limitation, the 
Loan Documents, shall be true and correct in all 
material respects with the same effect as though made 
on and as of such date (except insofar as such 
representations and warranties relate expressly to an 
earlier date).

(c)	Each Borrower shall be in compliance 
with all the terms and provisions contained herein on 
its part to be observed or performed, and at the time of 
and immediately after such Credit Event no Default or 
Event of Default shall have occurred and be 
continuing.

(d)	Each notice of borrowing shall be 
deemed to constitute confirmation by the Borrowers (i) 
as to compliance with (b) and (c) above and (ii) with 
respect to each Revolving Credit Loan, that after 
giving effect thereto the Borrowers are in compliance 
with the Borrowing Base.

SECTION 5.02.  First Borrowing.  The 
obligations of the Lenders in respect of the first Credit Event 
under the First Amended and Restated Credit Agreement were 
subject to the following additional conditions precedent:

(a)	The Lenders shall have received the 
favorable written opinion of counsel for the Borrowers 
and each of the Guarantors and Grantors, substantially 
in the form of Exhibit C hereto, dated the First 
Amended and Restated Closing Date, addressed to the 
Lenders and the Agent and satisfactory to the Agent 
and Lenders.

(b)	The Lenders shall have received (i) a 
copy of the agreement of limited partnership, 
certificate or articles of incorporation or constitutive 
documents, in each case as amended to date, of each of 
the Borrowers, the Grantors and the Guarantors, 
certified as of a recent date by the Secretary of State or 
other appropriate official of the state of its 
organization, and a certificate as to the good standing 
of each from such Secretary of State or other official, 
in each case dated as of a recent date; (ii) a certificate 
of the Secretary of each Borrower, Grantor and 
Guarantor, dated the First Amended and Restated 
Closing Date and certifying (A) that attached thereto is 
a true and complete copy of such person's By-laws as 
in effect on the date of such certificate and at all times 
since a date prior to the date of the resolution described 
in item (B) below, (B) that attached thereto is a true 
and complete copy of a resolution adopted by the 
general partner of each Borrower which is a 
partnership, and by each corporate Borrower's Board of 
Directors, authorizing the execution, delivery and 
performance of this Agreement, the Security 
Documents, the Notes, the other Loan Documents and 
the Credit Events hereunder, as applicable, and that 
such resolution has not been modified, rescinded or 
amended and is in full force and effect, (C) that such 
person's agreement of limited partnership, certificate or 
articles of incorporation or constitutive documents has 
not been amended since the date of the last amendment 
thereto shown on the certificate of good standing 
furnished pursuant to (i) above, and (D) as to the 
incumbency and specimen signature of each of such 
person's officers executing this Agreement, the Notes, 
each Security Document or any other Loan Document 
delivered in connection herewith or therewith, as appli-
cable; (ii) a certificate of another of such person's 
officers as to incumbency and signature of its Secretary 
and (iii) such other documents as the Agent or any 
Lender may reasonably request.

(c)  	The Agent shall have received a 
certificate, dated the First Amended and Restated 
Closing Date and signed by the Financial Officer of 
each Borrower, confirming compliance with the 
conditions precedent set forth in paragraphs (b) and (c) 
of Section 5.01 hereof and the conditions set forth in 
this Section 5.02.

(d)	Each Lender shall have received its 
Revolving Credit Note and Term Note duly executed 
by the Borrowers, payable to its order and otherwise 
complying with the provisions of Section 2.04 hereof.

(e)	The Agent shall have received the 
Security Documents including, without limitation, the 
Mortgages (except as set forth in Section 6.21(a) 
hereof) (together with policies of title insurance in 
form, scope and amount satisfactory in all respects to 
the Agent), and certificates evidencing the Pledged 
Stock, together with undated stock powers executed in 
blank, each duly executed by the applicable Grantors, 
and including evidence satisfactory to the Agent that 
each Notice to Broker executed by Chock in 
connection with the Pledge Agreement (Investment 
Account) was delivered to and received by the broker 
named therein.

(f)	The Agent shall have received certified 
copies of requests for copies or information on Form 
UCC-11 or certificates satisfactory to the Lenders of a 
UCC Reporter Service, listing all effective financing 
statements which name as debtor any Borrower, any 
Guarantor or any Grantor and which are filed in the 
appropriate offices in the States in which are located 
the chief executive office and other operating offices 
of such person, together with copies of such financing 
statements.  With respect to any Liens not permitted 
pursuant to Section 7.01 hereof, the Agent shall have 
received termination statements in form and substance 
satisfactory to it.
(g)	Each document (including, without 
limitation, each Uniform Commercial Code financing 
statement and each real property mortgage or deed of 
trust and each leasehold mortgage) required by law or 
requested by the Agent to be filed, registered or 
recorded in order to create in favor of the Agent for the 
benefit of the Lenders a first priority perfected security 
interest in the Collateral shall have been, or shall be in 
a form such that it can promptly be, properly filed, 
registered or recorded in each jurisdiction in which the 
filing, registration or recordation thereof is so required 
or requested.  The Agent shall have received an 
acknowledgment copy, or other evidence satisfactory 
to it, of each such filing, registration or recordation 
which has been completed before the First Amended 
and Restated Closing Date.

(h)	The Agent shall have received the results 
of a search of tax and other liens, judgments and of 
Uniform Commercial Code filings made with respect 
to each Borrower and each Grantor in each jurisdiction 
requested by the Agent and/or in which any Borrower, 
Grantor or Guarantor is doing business or in which any 
Collateral is located.

(i)	The Lenders and the Agent shall have 
received and determined to be in form and substance 
satisfactory to them:

(i)	the schedule and aging of 
accounts receivable of Chock and its 
subsidiaries (other than Cain's) as at October 31, 
1992, and of Cain's as at the end of October, 
1992, and inventory designations of Chock and 
its subsidiaries (other than Cain's) as at October 
31, 1992, and of Cain's as at the end of October, 
1992;

    	(ii)  	evidence that after giving effect to 
the Loans to be made on the First Amended and 
Restated Closing Date together with payment of 
all fees and expenses in connection with the 
Acquisition, there shall be not less than 
$8,000,000 of Undrawn Availability; 

   	(iii)  	evidence that the Borrowers have 
at least $95,000,000 of Subordinated 
Indebtedness outstanding on the First Amended 
and Restated Closing Date, excluding any 
conversions of such Subordinated Indebtedness 
to common stock since July 31, 1992;

    	(iv)  	a copy of a field examination of 
the Borrowers' books and records;

     	(v)  	evidence of the compliance by the 
Borrowers with Section 6.03 hereof including, 
without limitation, title insurance with respect 
to all real property of the Borrowers;

    	(vi)  	the financial statements described 
in Section 4.07 hereof, and, in addition, the 
Agent shall have determined to its satisfaction 
that such statements do not differ in any 
material respect from drafts previously 
delivered to the Agent;

   	(vii)  	evidence that the Transactions are 
in compliance with all applicable laws and 
regulations;

  	(viii)	the results of an environmental 
audit with respect to the Borrowers' and 
subsidiaries' properties and operations 
conducted by a firm satisfactory to the Agent 
and the Lenders, and the scope, methodology 
and results of such environmental audit shall be 
satisfactory to the Agent and Lenders in all 
respects; 

    	(ix)	evidence of payment of all fees 
owed to the Agent and the Lenders by the 
Borrowers under this Agreement, the 
Commitment Letters or otherwise; 

     	(x)	evidence that all requisite third 
party consents (including, without limitation, 
consents with respect to each of the Borrowers 
and each of the Grantors and Guarantors) to the 
Transactions have been received;

    	(xi)	the results of appraisals of the 
Borrowers' and subsidiaries' real property and 
personal property;

   	(xii)	evidence that there are no actions, 
suits or proceedings at law or in equity or by or 
before any governmental instrumentality or 
other agency or regulatory authority now 
pending or threatened against or affecting any 
Borrower or any subsidiary thereof or any of 
their respective businesses, assets or rights 
which involve any of the Transactions;  

  	(xiii)	the September 30, 1992 statement 
of income and balance sheet of Chock and its 
subsidiaries (other than Cain's), including data 
regarding Capital Expenditures, depreciation 
and amortization; 

 	   	(xiv)	landlord waiver and consent 
agreements for all leased premises, and 
warehousemen letters with respect to each 
warehouse, of Chock and its subsidiaries (other 
than such locations of Cain's and all locations of 
Hillside as are listed in Schedule 6.19 hereto); 

    	(xv)	a Form U-1 for each of the 
Borrowers; and

   	(xvi) 	if issued, management letters of 
Chock for Fiscal Years 1989, 1990 and 1991. 	 
 

(j)	The Agent and the Lenders shall have 
had the opportunity, if they so choose, to examine the 
books of account and other records and files of the 
Borrowers, subsidiaries, the Grantors and the 
Guarantors and to make copies thereof, and to conduct 
a pre-closing audit which shall include, without 
limitation, verification of Eligible Receivables, 
payment of payroll taxes and accounts payable and 
formulation of an opening Borrowing Base, and the 
results of such examination and audit shall have been 
satisfactory to the Agent and Lenders in all respects.

(k)	The Agent and Lenders shall have 
received and had the opportunity to review and 
determine to be in form and substance satisfactory:

     (i)	copies of all lease agreements entered 
into by any of the Borrowers and their 
subsidiaries; and 

    	(ii)	copies of all loan agreements, 
notes and other documentation evidencing 
Indebtedness for borrowed money of any of the 
Borrowers, their subsidiaries, Grantors or 
Guarantors.

(l)	Messrs. Kaye, Scholer, Fierman, Hays & 
Handler, counsel to the Agent, shall have received 
payment in full for all legal fees charged, and all costs 
and expenses incurred, by such counsel through the 
First Amended and Restated Closing Date in 
connection with the transactions contemplated under 
this Agreement, the Security Documents and the other 
Loan Documents and instruments in connection 
herewith and therewith.

(m)	The Agent and the Lenders shall have:

(i)	received copies of each of the 
Acquisition Documents, including all 
amendments and schedules thereto, each 
certified by a Responsible Officer of the 
Borrowers;

    	(ii)	received evidence that the 
Acquisition Agreement is in full force and 
effect and all consents, filings and approvals 
required by applicable law in connection 
therewith shall have been obtained and made; 

(iii)	determined that the terms and 
provisions of all agreements and documents in 
connection with the Acquisition, including 
without limitation the Acquisition Documents, 
are satisfactory in form and substance and shall 
have received such legal opinions, certificates 
and copies of necessary governmental filings 
and consents as the Agent or the Lenders shall 
have requested in connection therewith, and 
shall have determined to their satisfaction that 
the consummation of the transactions 
contemplated by the Acquisition Documents are 
in compliance with all applicable laws and 
regulations; and

   	(iv)	received evidence that not less 
than $20,000,000 of the Borrowers' cash and 
marketable securities have been applied toward 
payment of the purchase price under the 
Acquisition Agreement. 

(n)	The corporate structure and capitalization 
of the Borrowers shall be satisfactory to the Agent and 
the Lenders in all respects.   

(o)  	All legal matters in connection with the 
Transactions shall be satisfactory to the Agent, the 
Lenders and their respective counsel in their sole 
discretion.

(p)	The Borrowers shall have executed and 
delivered to the Agent a disbursement authorization 
letter with respect to the disbursement of the proceeds 
of the Credit Events made on the First Amended and 
Restated Closing Date, in form and substance 
satisfactory to the Agent.

(q)  	The Agent and the Lenders shall have 
received a fully executed copy of the Joint Guarantee.  

     	(r)  	The Borrowers and the Agent (or another 
financial institution acceptable to the Agent) shall have 
entered into lockbox, blocked account and/or other 
cash management arrangements pursuant to 
documentation satisfactory in form and substance to 
the Agent and the Lenders.

(s)  	The Agent and the Lenders shall have 
received the Dana Brown Purchase Documents and 
Dana Brown Security Documents and shall have 
determined them to be in form and substance 
satisfactory. 
 
(t)  	The Agent shall have received a fee letter 
in form and substance satisfactory to it.

(u)  	The Rate Agreements shall be in form 
and substance satisfactory to the Agent and the 
Lenders and shall have been duly executed and 
delivered.

(v)	The Agent shall have received such 
agreements and instruments as are necessary in the 
judgment of the Agent to grant to the Agent a first 
priority perfected security interest in all marketable 
securities of Chock and its subsidiaries.

     	(w)	The Agent shall have received such other 
documents as the Lenders or the Agent or their 
respective counsel shall reasonably deem necessary.

SECTION 5.03.  First Borrowing.  The obligations of 
the Lenders in respect of the first Credit Event hereunder is 
subject to the following additional conditions precedent:

(a)	The Lenders shall have received the 
favorable written opinion of counsel for the Borrowers 
and each of the Guarantors and Grantors, substantially 
in the form of Exhibit C hereto, dated the Closing 
Date, addressed to the Lenders and the Agent and 
satisfactory to the Agent and Lenders.

(b)	The Lenders shall have received (i) a 
copy of each amendment, if any, since the First 
Amended and Restated Closing Date to the agreement 
of limited partnership, certificate or articles of 
incorporation or constitutive documents, of each of the 
Borrowers, the Grantors and the Guarantors, certified 
as of a recent date by the Secretary of State or other 
appropriate official of the state of its organization, and 
a certificate as to the good standing of each from such 
Secretary of State or other official, in each case dated 
as of a recent date; (ii) a certificate of the Secretary of 
each Borrower, Grantor and Guarantor, dated the 
Closing Date and certifying (A) that attached thereto is 
a true and complete copy of such person's By-laws as 
in effect on the date of such certificate and at all times 
since a date prior to the date of the resolution described 
in item (B) below, (B) that attached thereto is a true 
and complete copy of a resolution adopted by the 
general partner of each Borrower which is a 
partnership, and by each corporate Borrower's Board of 
Directors, authorizing the execution, delivery and 
performance of this Agreement, the Notes, the other 
Loan Documents to be executed and delivered on the 
Closing Date and the Credit Events hereunder, as 
applicable, and that such resolution has not been 
modified, rescinded or amended and is in full force and 
effect, (C) that such person's agreement of limited 
partnership, certificate or articles of incorporation or 
constitutive documents has not been amended since the 
date of the last amendment thereto shown on the 
certificate of good standing furnished pursuant to (i) 
above, and (D) as to the incumbency and specimen 
signature of each of such person's officers executing 
this Agreement, the Notes, or any other Loan 
Document delivered in connection herewith or 
therewith, as applicable; (ii) a certificate of another of 
such person's officers as to incumbency and signature 
of its Secretary and (iii) such other documents as the 
Agent or any Lender may reasonably request.

(c)  	The Agent shall have received a 
certificate, dated the Closing Date and signed by the 
Financial Officer of each Borrower, confirming 
compliance with the conditions precedent set forth in 
paragraphs (b) and (c) of Section 5.01 hereof and the 
conditions set forth in this Section 5.03.

(d)	Each Lender shall have received its 
Revolving Credit Note duly executed by the 
Borrowers, payable to its order and otherwise 
complying with the provisions of Section 2.04 hereof.

(e)	Each document (including, without 
limitation, each Uniform Commercial Code financing 
statement,  each real property mortgage or deed of trust 
and each amendment thereto, and each leasehold 
mortgage) required by law or requested by the Agent to 
be filed, registered or recorded in order to create in 
favor of the Agent for the benefit of the Lenders a first 
priority perfected security interest in the Collateral 
shall have been, or shall be in a form such that it can 
promptly be, properly filed, registered or recorded in 
each jurisdiction in which the filing, registration or 
recordation thereof is so required or requested.  The 
Agent shall have received an acknowledgment copy, or 
other evidence satisfactory to it, of each such filing, 
registration or recordation which has been completed 
before the Closing Date.

(f)	If requested, the Agent shall have 
received the results of a search of tax and other liens, 
judgments and of Uniform Commercial Code filings 
made with respect to each Borrower and each Grantor 
in each jurisdiction requested by the Agent and/or in 
which any Borrower, Grantor or Guarantor is doing 
business or in which any Collateral is located.  With 
respect to any Liens not permitted pursuant to Section 
7.01 hereof, the Agent shall have received termination 
statements in form and substance satisfactory to it.

(g)	The Lenders and the Agent shall have 
received and determined to be in form and substance 
satisfactory to them:

(i)	the schedule and aging of 
accounts receivable and inventory designations 
of Chock and its subsidiaries as at November 
30, 1995;
   	
     	(ii)  	evidence of the compliance by the 
Borrowers with Section 6.03 hereof including, 
without limitation, title insurance with respect 
to all real property of the Borrowers;

    	(iii)  	the financial statements described 
in Section 4.07 hereof, and, in addition, the 
Agent shall have determined to its satisfaction 
that such statements do not differ in any 
material respect from drafts previously 
delivered to the Agent;

    	(iv)	evidence of payment of all fees 
owed to the Agent and the Lenders by the 
Borrowers under this Agreement or otherwise; 
and

   	(v)  	evidence that there are no actions, 
suits or proceedings at law or in equity or by or 
before any governmental instrumentality or 
other agency or regulatory authority now 
pending or threatened against or affecting any 
Borrower or any subsidiary thereof or any of 
their respective businesses, assets or rights.

(h)	The Agent and the Lenders shall have 
had the opportunity, if they so choose, to examine the 
books of account and other records and files of the 
Borrowers, subsidiaries, the Grantors and the 
Guarantors and to make copies thereof, and to conduct 
a pre-closing audit which shall include, without 
limitation, verification of Eligible Receivables, 
payment of payroll taxes and accounts payable and 
formulation of an opening Borrowing Base, and the 
results of such examination and audit shall have been 
satisfactory to the Agent and Lenders in all respects.

(i)	The Agent and Lenders shall have 
received and had the opportunity to review and 
determine to be in form and substance satisfactory:

     (i)	copies of all lease agreements entered 
into by any of the Borrowers and their 
subsidiaries; and 

    (ii)	copies of all loan agreements, notes and 
other documentation evidencing Indebtedness 
for borrowed money of any of the Borrowers, 
their subsidiaries, Grantors or Guarantors.

(j)	Messrs. Kaye, Scholer, Fierman, Hays & 
Handler, counsel to the Agent, shall have received 
payment in full for all reasonable legal fees charged, 
and all costs and expenses incurred, by such counsel 
through the Closing Date in connection with the 
transactions contemplated under this Agreement and 
the other Loan Documents and instruments in 
connection herewith and therewith.

(k)  	The corporate structure and capitalization 
of the Borrowers shall be satisfactory to the Agent and 
the Lenders in all respects.   

(l)  	The Agent and the Lenders shall have 
received a fully executed copy of a confirmation of the 
Joint Guarantee.  

     	(m)  	The Agent shall have received such other 
documents as the Lenders or the Agent or their 
respective counsel shall reasonably deem necessary.


VI.  AFFIRMATIVE COVENANTS

The Borrowers, jointly and severally, covenant 
and agree with each Lender that, so long as this Agreement 
shall remain in effect or the principal of or interest on any 
Note or any fee, expense or amount payable hereunder or in 
connection with any of the Transactions shall be unpaid, each 
will, and will cause each of its subsidiaries and, with respect 
to Section 6.07 hereof, each ERISA Affiliate, to:

SECTION 6.01.  Legal Existence.  Except as 
permitted under Section 7.05 hereto, do or cause to be done 
all things necessary to preserve, renew and keep in full force 
and effect its legal existence.

SECTION 6.02.  Businesses and Properties.  At 
all times do or cause to be done all things necessary to 
preserve, renew and keep in full force and effect the rights, 
licenses, Permits, franchises, patents, copyrights, trademarks 
and trade names material to the conduct of its businesses; 
maintain and operate such businesses in the same general 
manner in which they are presently conducted and operated; 
comply with all laws, rules, regulations and governmental 
orders (whether Federal, state or local) applicable to the 
operation of such businesses whether now in effect or 
hereafter enacted (including, without limitation, all applicable 
laws, rules, regulations and governmental orders relating to 
public and employee health and safety and all Environmental 
Laws) and with any and all other applicable laws, rules, 
regulations and governmental orders the lack of compliance 
with which would have a Material Adverse Effect; take all 
actions which may be required to obtain, preserve, renew and 
extend all Permits and other authorizations which are material 
to the operation of such businesses; and at all times maintain, 
preserve and protect all property material to the conduct of 
such businesses and keep such property in good repair, 
working order and condition and from time to time make, or 
cause to be made, all needful and proper repairs, renewals, 
additions, improvements and replacements thereto necessary 
in order that the business carried on in connection therewith 
may be properly conducted at all times.

SECTION 6.03.  Insurance.  (a) Keep its 
insurable properties insured at all times by financially sound 
and reputable insurers in amounts set forth in the remainder of 
this paragraph, (b) maintain such insurance, to such extent 
and against such risks, including fire and other risks insured 
against by extended coverage, as is customary with companies 
similarly situated and in the same or similar businesses, in any 
event, such insurance to insure the property of Chock and its 
subsidiaries against all risk of physical damage, including, 
without limitation, loss by fire, explosion, theft, fraud and 
such other casualties as may be reasonably satisfactory to the 
Required Lenders, but in no event at any time in an amount 
less than the greater of (i) the Obligations and (ii) the 
replacement value of the Collateral, (c) maintain in full force 
and effect public liability insurance against claims for 
personal injury or death or property damage occurring upon, 
in, about or in connection with the use of any properties 
owned, occupied or controlled by Chock or any of its 
subsidiaries, in such amount as the Agent shall reasonably 
deem necessary and (d) maintain such other insurance as may 
be required by law or as may be reasonably requested by the 
Agent for purposes of assuring compliance with this Section 
6.03.  All insurance covering tangible property subject to a 
Lien in favor of the Agent for the benefit of the Lenders 
granted pursuant to the Security Documents shall provide that, 
in the case of each separate loss the full amount of insurance 
proceeds shall be payable to the Agent and shall further 
provide for at least 30 days' prior written notice to the Agent 
of the cancellation or substantial modification thereof.

SECTION 6.04.  Taxes.  Pay and discharge 
promptly when due all taxes, assessments and governmental 
charges or levies imposed upon it or upon its income or 
profits or in respect of its property (except to the extent (i) 
same are contested in good faith by appropriate proceedings, 
(ii) the applicable Borrower has set aside liabilities on its 
books adequate therefor in accordance with generally 
accepted accounting principles, (iii) such contest shall not 
affect the Agent's Lien, or the priority thereof, on any 
Collateral and (iv) in any event, any Liens imposed on any 
Borrower in connection with any taxes, assessments, 
governmental charges or levies being contested shall not at 
any time exceed $500,000 in the aggregate) before the same 
shall become delinquent or in default (including, without 
limitation, any returns as to which extensions have been 
granted), as well as all lawful claims for labor, materials and 
supplies or otherwise, which, if unpaid, might give rise to 
Liens upon such properties or any part thereof.  

SECTION 6.05.  Financial Statements, Reports, 
etc.  Furnish to the Agent, with copies for each of the 
Lenders, and furnish directly to the Lenders as well as the 
Agent in the case of clauses (a), (b), (c), (d), (f) and (h):

(a)  	within 90 days after the end of each 
Fiscal Year, (i) Consolidated and consolidating balance 
sheets and Consolidated and consolidating income 
statements showing the financial condition of Chock 
and its subsidiaries as of the close of such Fiscal Year 
and the results of their operations during such year, and 
(ii) Consolidated and consolidating statements of 
shareholders' equity of Chock and its subsidiaries and 
Consolidated and consolidating statements of cash 
flow of Chock and its subsidiaries, all the foregoing 
Consolidated financial statements to be audited by a 
Big Six accounting firm or such other independent 
certified public accountants as are acceptable to the 
Required Lenders (which report shall not contain any 
qualification except with respect to new accounting 
principles mandated by the Financial Accounting 
Standards Board);

(b)	within 45 days after the end of each of 
the first three (3) fiscal quarters, unaudited 
Consolidated and consolidating balance sheets and 
Consolidated and consolidating income statements 
showing the financial condition and results of 
operations of Chock and its subsidiaries as of the end 
of each such quarter and for the period commencing at 
the end of the previous Fiscal Year and ending with the 
last day of such quarter, Consolidated and 
consolidating statements of shareholders' equity of 
Chock and its subsidiaries and Consolidated and 
consolidating statements of cash flow of Chock and its 
subsidiaries as of the end of each such fiscal quarter 
and for the period commencing at the end of the 
previous Fiscal Year and ending with the last day of 
such quarter, prepared and certified by the Financial 
Officer of Chock as presenting fairly the financial 
condition and results of operations of Chock and its 
subsidiaries and as having been prepared in accordance 
with generally accepted accounting principles 
applicable to quarterly financial statements consistently 
applied, and which in the case of Consolidated 
financial statements, have been subjected to limited 
review procedures by a Big Six accounting firm or 
such other independent certified public accountants as 
are acceptable to the Required Lenders, in each case 
subject to normal year-end audit adjustments;

(c)  	within 45 days after the end of each 
month (other than the first month of each Fiscal Year) 
unaudited unconsolidated balance sheets and income 
statements showing the financial condition and results 
of operations of Chock and its subsidiaries as of the 
end of each such month and for the period 
commencing at the end of the previous Fiscal Year and 
ending with the last day of such month, prepared and 
certified by the Financial Officer of Chock as 
presenting fairly the financial condition and results of 
operations of Chock and its subsidiaries and as having 
been prepared in accordance with generally accepted 
accounting principles applicable to quarterly financial 
statements consistently applied, in each case subject to 
normal year-end audit adjustments;

(d)	promptly after the same become publicly 
available, copies of such registration statements, 
annual, periodic and other reports, and such proxy 
statements and other information, if any, as shall be 
filed by the Borrowers or any subsidiaries with the 
Securities and Exchange Commission pursuant to the 
requirements of the Securities Act of 1933 or the 
Securities Exchange Act of 1934;

(e)	(i) concurrently with any delivery (b) 
above, a certificate of the person referred to therein 
certifying that to the best of his or her knowledge no 
Default or Event of Default has occurred (including 
calculations demonstrating compliance, as of the dates 
of the financial statements being furnished at such 
time, with the covenants set forth in Sections 7.07, 
7.08, 7.10, 7.12 and 7.13 hereof) and, if such a Default 
or Event of Default has occurred, specifying the nature 
and extent thereof; provided, however, that any 
certificate delivered pursuant to this paragraph (e) 
specifying that a Default or Event of Default has 
occurred, shall be accompanied by a written 
explanation by the Financial Officer of Chock 
specifying the corrective action taken or proposed to be 
taken with respect to such Default or Event of Default; 
and (ii)  concurrently with any delivery under (a) 
above, a letter of the firm referred to therein specifying 
that in making their examination of the Consolidated 
financial statements nothing came to their attention 
that caused them to believe that Chock and its 
subsidiaries failed to comply with the provisions of 
Sections 7.01 through 7.08, 7.10, 7.12, 7.13, 7.16, 7.19 
and 7.20 hereof on the date of such financial 
statements (and including calculations demonstrating 
compliance with Sections 7.07, 7.08, 7.10, 7.12 and 
7.13) and, if such compliance does not exist, the nature 
and extent thereof.  

(f)	a management letter prepared by the 
independent certified public accountants who reported 
on the financial statements delivered under (a) above, 
with respect to the internal audit and financial controls 
of Chock and its subsidiaries;

(g)	within 30 days of the end of each fiscal 
month, an aging schedule of the Receivables and an 
inventory designation in the form previously furnished 
by Chock under the First Amended and Restated Loan 
Agreement;

(h)  	within 30 days prior to the beginning of 
each Fiscal Year, financial projections (including, 
without limitation, with respect to Capital 
Expenditures) for Chock and its subsidiaries for such 
Fiscal Year (including quarterly balance sheets, 
statements of income and data regarding Capital 
Expenditures, depreciation and amortization) and 
annual projections through July 31, 1999 prepared by 
management consistent with its past practice 
(including, without limitation, principal assumptions) 
and satisfactory to the Required Lenders;

(i)  	as soon as practicable, copies of all 
material reports, forms and filings, and all loan 
documents and financial information, in each case 
submitted to governmental agencies and/or its 
shareholders;
(j)	on Wednesday of each week, a 
certificate, in form, substance and detail satisfactory to 
the Agent, of the Financial Officer of Chock 
demonstrating compliance as at the end of the prior 
week with the Borrowing Base;

(k)	immediately upon becoming aware 
thereof, notice to the Agent of the breach by any party 
of any material agreement with Chock or any of its 
subsidiaries; and

(l)  	such other information as the Agent or 
any Lender may reasonably request.

SECTION 6.06.  Litigation and Other Notices.  
Give the Agent prompt written notice of the following:

(a)	the issuance by any court or 
governmental agency or authority of any injunction, 
order, decision or other restraint prohibiting, or having 
the effect of prohibiting, the making of the Loans or 
occurrence of other Credit Events, or invalidating, or 
having the effect of invalidating, any provision of this 
Agreement, the Notes or the other Loan Documents, or 
the initiation of any litigation or similar proceeding 
seeking any such injunction, order, decision or other 
restraint;

(b)	the filing or commencement of any 
action, suit or proceeding against Chock or any of its 
subsidiaries, whether at law or in equity or by or before 
any court or any Federal, state, municipal or other 
governmental agency or authority, (i) which is material 
and is brought by or on behalf of any governmental 
agency or authority, or in which injunctive or other 
equitable relief is sought or (ii) as to which it is 
probable (within the meaning of Statement of Financial 
Accounting Standards No. 5) that there will be an 
adverse determination and which, if adversely 
determined, would (A) reasonably be expected to result 
in liability of Chock or one or more of its subsidiaries 
in an aggregate amount of $250,000 or more, not 
reimbursable by insurance, or (B) materially impair the 
right of Chock or any subsidiary to perform its obliga-
tions under this Agreement, any Note or any other 
Loan Document to which it is a party;

(c)	any Default or Event of Default, 
specifying the nature and extent thereof and the action 
(if any) which is proposed to be taken with respect 
thereto; 

(d)	any development in the business or 
affairs of Chock or any of its subsidiaries which has 
had or which is likely, in the reasonable judgment of 
any Responsible Officer of Chock or such subsidiary, 
to have, a Material Adverse Effect; and

(e)	the existence of any tax claim, 
assessment, governmental charges or levies (i) by any 
state or local taxing authority which alone or in the 
aggregate with other state and/or local tax claims 
exceeds $250,000 and (ii) by Federal taxing authorities 
which alone or in the aggregate with other Federal tax 
claims exceeds $500,000.

SECTION 6.07.  ERISA.  (a)  Pay and 
discharge promptly any liability imposed upon it pursuant to 
the provisions of Title IV of ERISA; provided, however, that 
neither Chock nor any ERISA Affiliate shall be required to 
pay any such liability if (1) the amount, applicability or 
validity thereof shall be diligently contested in good faith by 
appropriate proceedings, and (2) such person shall have set 
aside on its books liabilities which are adequate with respect 
thereto.

(b)  	Deliver to the Agent, promptly, and in 
any event within 30 days, after (i) the occurrence of any 
Reportable Event, a copy of the materials that are filed with 
the PBGC, (ii) Chock or any ERISA Affiliate or an 
administrator of any Pension Plan files with participants, 
beneficiaries or the PBGC a notice of intent to terminate any 
such Plan under Section 4041(c) of ERISA, a copy of any 
such notice, (iii) the receipt of notice by Chock or any ERISA 
Affiliate or an administrator of any Pension Plan from the 
PBGC of the PBGC's intention to terminate any Pension Plan 
or to appoint a trustee to administer any such Plan, a copy of 
such notice, (iv) the filing thereof with the Internal Revenue 
Service, copies of each annual report that is filed on Treasury 
Form 5500 with respect to any Plan, together with certified 
financial statements (if any) for the Plan and any actuarial 
statements on Schedule B to such Form 5500, (v) Chock or 
any ERISA Affiliate knows of any event or condition which 
might constitute grounds under the provisions of Section 4042 
of ERISA for the termination of (or the appointment of a 
trustee to administer) any Pension Plan, an explanation of 
such event or condition, (vi) the receipt by Chock or any 
ERISA Affiliate of an assessment of withdrawal liability 
under Section 4201 of ERISA from a Multiemployer Plan, a 
copy of such assessment, (vii) Chock or any ERISA Affiliate 
knows of any event or condition which might cause any one 
of them to incur a liability under Section 4062, 4063, 4064 or 
4069 of ERISA or Section 412(n) or 4971 of the Code, an 
explanation of such event or condition, and (viii) Chock or 
any ERISA Affiliate knows or has reason to know that an 
application is to be, or has been, made to the Secretary of the 
Treasury for a waiver of the minimum funding standard under 
the provisions of Section 412 of the Code, a copy of such 
application, and in each case described in clauses (i) through 
(iii) and (v) through (vii) together with a statement signed by 
the Financial Officer setting forth details as to such 
Reportable Event, notice, event or condition and the action 
which Chock or such ERISA Affiliate proposes to take with 
respect thereto.
 
SECTION 6.08.  Maintaining Records; Access 
to Properties and Inspections; Right to Audit.  Maintain 
financial records in accordance with accepted financial 
practices and, upon reasonable notice (which may be 
telephonic), at all reasonable times and as often as any Lender 
may request, permit any authorized representative designated 
by such Lender to visit and inspect the properties and 
financial records of Chock and its subsidiaries and to make 
extracts from such financial records at such Lender's expense, 
and permit any authorized representative designated by such 
Lender to discuss the affairs, finances and condition of Chock 
and its subsidiaries with the appropriate Financial Officer and 
such other officers as Chock shall deem appropriate and 
Chock's independent certified public accountants, as 
applicable.  The Agent agrees that it shall schedule any 
meeting with any such independent certified public 
accountant through Chock and a Responsible Officer of 
Chock shall have the right to be present at any such meeting. 
The Agent shall have the right to audit as often as it may 
request, the existence and condition of the accounts 
receivables, inventory, books and records of Chock and its 
subsidiaries and to review their compliance with the terms 
and conditions of this Agreement and the other Loan 
Documents.  The Agent shall provide the results of any audit 
to any Lender, such results to be provided by the Agent 
without representation or warranty of any kind whatsoever by 
the Agent including, without limitation, as to the content 
thereof or the methods and procedures used in performing 
such audit, and without recourse to the Agent.

SECTION 6.09.  Use of Proceeds.  Use the 
proceeds of the Credit Events only for the purposes set forth 
in Section 4.14 hereof.

SECTION 6.10.  Fiscal Year-End.  Deliver to 
the Agent 60 days' prior written notice of its intent to change 
its Fiscal Year end from July 31 (or the last Friday or 
Saturday of July) in each year; in connection therewith, the 
Borrowers shall enter into any amendment to this Agreement 
or any other Loan Document which in the Agent's judgment is 
necessary in order to conform the provisions hereof or thereof 
to any changes caused by the new Fiscal Year end.

SECTION 6.11.  Further Assurances.  Execute 
any and all further documents and take all further actions 
which may be required under applicable law, or which the 
Agent may reasonably request, to grant, preserve, protect and 
perfect the first priority security interest created by the 
Security Documents in the Collateral.

SECTION 6.12.  Additional Grantors and 
Guarantors.  Cause each direct or indirect subsidiary not in 
existence on the date hereof and created or acquired in 
accordance with the terms of this Agreement (including, 
without limitation, Section 7.06 hereof) to enter into a 
Guarantee in form and substance satisfactory to the Agent, 
and to execute the Security Documents, as applicable, as a 
Grantor, and cause the direct parent of each such subsidiary to 
pledge all of the capital stock of such subsidiary, pursuant to 
the Pledge Agreement and cause each such subsidiary to 
pledge its accounts receivable and all other assets pursuant to 
the Security Agreement.
SECTION 6.13.  Environmental Laws.  (a)  
Comply, and cause each of its subsidiaries to comply, in all 
material respects with the provisions of all Environmental 
Laws, and Chock shall keep its properties and the properties 
of its subsidiaries free of any Lien imposed pursuant to any 
Environmental Law.  Chock shall not cause or suffer or 
permit, and shall not suffer or permit any of its subsidiaries to 
cause or suffer or permit, the property of Chock or its 
subsidiaries to be used for the generation, production, 
processing, handling, storage, transporting or disposal of any 
Hazardous Material, except for Hazardous Materials used in 
the ordinary course of business, all such Hazardous Materials 
to be used, stored, generated, treated and disposed of only in 
compliance with Environmental Law, and except for 
Remedial Work in response to Hazardous Materials on or 
about the properties owned, operated, leased or occupied by 
Chock or any of its subsidiaries.

(b)  	Supply to the Agent copies of all 
submissions by Chock or any of its subsidiaries to any 
governmental body and of the reports of all environmental 
audits and of all other environmental tests, studies or 
assessments (including the data derived from any sampling or 
survey of asbestos, soil, or subsurface or other materials or 
conditions) that may be conducted or performed (by or on 
behalf of Chock or any of its subsidiaries) on or regarding the 
properties owned, operated, leased or occupied Chock or any 
of its subsidiaries or regarding any conditions that might have 
been affected by Hazardous Materials on or Released or 
removed from such properties.  Chock shall also permit and 
authorize, and shall cause its subsidiaries to permit and 
authorize, the consultants, attorneys or other persons that 
prepare such submissions or reports or perform such audits, 
tests, studies or assessments to discuss such submissions, 
reports or audits with the Agent and the Lenders.

(c)  	Promptly (and in no event more than two 
Business Days after Chock or any of its subsidiaries becomes 
aware or is otherwise informed of such event) provide oral 
and written notice to the Agent upon the happening of any of 
the following:

(i)	Chock, any subsidiary of Chock, 
or any tenant or other occupant of any property 
of Chock or such subsidiary receives notice of 
any Environmental Claim which either specifies 
that it is, or is reasonably expected by Chock to 
be, in excess of $50,000 and, in any event, 
notice to the Agent of each Environmental 
Claim shall be provided if such persons shall 
have received such notices of Environmental 
Claims which exceed $250,000 in the 
aggregate; 

    	(ii)	there has been a spill or other 
Release of Hazardous Materials upon, under or 
about or affecting any of the properties owned, 
operated, leased or occupied by Chock or any 
subsidiary of Chock, or Hazardous Materials at 
levels or in amounts that may have to be 
reported, remedied or responded to under 
Environmental Law are detected on or in the 
soil or groundwater;

   	(iii)	Chock or any subsidiary of Chock 
is or may be liable for any costs of cleaning up 
or otherwise responding to a Release of 
Hazardous Materials;

    	(iv)	any part of the properties owned, 
operated, leased or occupied by Chock or any 
subsidiary of Chock is or may be subject to a 
Lien under any Environmental Law; or

(v)	Chock or any subsidiary of Chock 
undertakes any Remedial Work with respect to 
any Hazardous Materials.

Upon receipt of any notice pursuant to this 
clause (c), the Agent may, at Borrower's expense, take such 
actions as the Agent deems reasonable to obtain information 
regarding the problem specified in the notice.

(d)  	Timely undertake and complete any 
Remedial Work required by any Environmental Law.

(e)  	Without in any way limiting the scope of 
Section 11.04(c) and in addition to any obligations 
thereunder, Chock and each other Borrower hereby 
indemnifies and agrees to hold the Agent and the Lenders 
harmless from and against any liability, loss, damage, suit, 
action or proceeding arising out of its business or the business 
of its subsidiaries pertaining to Hazardous Materials, 
including, but not limited to, claims of any governmental 
body or any third person arising under any Environmental 
Law or under tort, contract or common law.  To the extent 
laws of the United States or any applicable state or local law 
in which property owned, operated, leased or occupied by 
Chock or any subsidiary of Chock is located provide that a 
Lien upon such property of Chock or such subsidiary may be 
obtained for the removal of Hazardous Materials which have 
been or may be Released, no later than sixty days after notice 
is given by the Agent to Chock or such subsidiary, Chock or 
such subsidiary shall deliver to the Agent a report issued by a 
qualified third party engineer certifying as to the existence of 
any Hazardous Materials located upon or beneath the 
specified property.  To the extent any Hazardous Materials 
located therein or thereunder either subject the property to 
Lien or require removal to safeguard the health of any 
persons, the removal thereof shall be an affirmative covenant 
of Chock and the Borrowers hereunder.

(f)	In the event that any Remedial Work is 
required to be performed by Chock or any subsidiary under 
any applicable Environmental Law, any judicial order, or by 
any governmental entity, Chock or such subsidiary shall 
commence all such Remedial Work at or prior to the time 
required therefor under such Environmental Law or 
applicable judicial orders and thereafter diligently prosecute 
to completion all such Remedial Work in accordance with and 
within the time allowed under such applicable Environmental 
Laws or judicial orders, except where the necessity of the 
conduct of Remedial Work is being contested in good faith in 
the manner provided by law.

SECTION 6.14.  Pay Obligations to Lenders 
and Perform Other Covenants.  (a) Make full and timely 
payment of the Obligations, whether now existing or hereafter 
arising, (b) duly comply with all the terms and covenants 
contained in this Agreement (including, without limitation, 
the borrowing limitations and mandatory prepayments in 
accordance with Article II hereof) in each of the other Loan 
Documents, all at the times and places and in the manner set 
forth therein, and (c) at all times take all actions necessary to 
maintain the Liens and security interests provided for under or 
pursuant to this Agreement and the Security Documents as 
valid and perfected (except for motor vehicles as set forth in 
Section 4.13 hereto) first Liens on the property intended to be 
covered thereby (subject only to Liens expressly permitted 
hereunder) and supply all information to the Agent necessary 
for such maintenance.

SECTION 6.15.  Maintain Operating Accounts. 
 Maintain all of its primary operating accounts and all of its 
cash management arrangements with the Agent.

SECTION 6.16.  Purchase Price Adjustments.  
Promptly notify the Agent of any purchase price adjustment as 
contemplated by the Acquisition Agreement, any such 
adjustment in favor of Chock to be applied as set forth in 
Section 2.09(d).

SECTION 6.17.  Amendments.  Promptly 
supply to the Agent certified copies of any amendments to the 
Acquisition Agreement (subject to Section 7.20 hereof).

SECTION 6.18.  Intentionally Omitted. 

SECTION 6.19.  Warehouseman's and 
Landlord's Consents.  (a) Not more than 60 days from the 
Closing Date, cause there to be delivered to the Agent a 
landlord consent and waiver agreement or warehouseman's 
letter agreement, as applicable, in form and substance 
satisfactory to the Agent with respect to each location set 
forth in Schedule 6.19(a) hereto.

(b)	The Borrowers shall promptly pay when 
due all rental and other obligations under leases for the 
leasehold premises listed on Schedule 6.19(a) hereto and shall 
immediately notify the Agent of any default under any such 
lease.

(c)  Upon the request of the Agent at any time, 
Chock shall cause a Mortgage in form and substance 
satisfactory to the Agent, granting to the Agent a first priority 
security interest in and Lien on the real property of Chock 
located in Hialeah, Florida, to be recorded in the appropriate 
recording office, and Chock shall cause a policy of title 
insurance satisfactory in all respects to the Agent to be issued 
with respect thereto.

VII.  NEGATIVE COVENANTS

The Borrowers, jointly and severally, covenant 
and agree with each Lender that, so long as this Agreement 
shall remain in effect or the principal of or interest on any 
Note, or any fee, expense or amount payable hereunder or in 
connection with any of the Transactions shall be unpaid, each 
will not and will not cause or permit any of its subsidiaries 
and, in the case of Section 7.18 hereof, any ERISA Affiliate 
to, either directly or indirectly:

SECTION 7.01.  Liens.  Incur, create, assume 
or permit to exist any Lien on any of its property or assets 
(including the stock of any direct or indirect subsidiary), 
whether owned at the date hereof or hereafter acquired, or 
assign or convey any rights to or security interests in any 
future revenues, except:

(a)	Liens incurred and pledges and deposits 
made in the ordinary course of business in connection 
with workers' compensation, unemployment insurance, 
old-age pensions and other social security benefits (not 
including any lien described in Section 412(m) of the 
Code);

(b)	Liens imposed by law, such as carriers', 
warehousemen's, mechanics', materialmen's and 
vendors' liens and other similar liens, incurred in good 
faith in the ordinary course of business and securing 
obligations which are not overdue for a period of more 
than 15 days or which are being contested in good faith 
by appropriate proceedings as to which Chock or any 
of its subsidiaries, as the case may be, shall, to the 
extent required by generally accepted accounting 
principles consistently applied, have set aside on its 
books adequate liabilities;

(c)	Liens securing the payment of taxes, 
assessments and governmental charges or levies, that 
are not delinquent or are being diligently contested in 
good faith by appropriate proceedings, as to which 
adequate liabilities have been established in 
accordance with generally accepted accounting 
principles and which in any event do not exceed 
$500,000 in the aggregate at any time outstanding; 

(d)	zoning restrictions, easements, licenses, 
reservations, provisions, covenants, conditions, 
waivers, restrictions on the use of property or minor 
irregularities of title (and with respect to leasehold 
interests, mortgages, obligations, liens and other 
encumbrances incurred, created, assumed or permitted 
to exist and arising by, through or under a landlord or 
owner of the leased property, with or without consent 
of the lessee) which do not in the aggregate materially 
detract from the value of its property or assets or 
materially impair the use thereof in the operation of its 
business;

(e)	Liens upon any equipment acquired 
through the purchase or lease by Chock or any of its 
subsidiaries which are created or incurred contempora-
neously with such acquisition to secure or provide for 
the payment of any part of the purchase price of, or 
lease payments on, such equipment, plus interest (but 
no other amounts and not in excess of the purchase 
price or lease payments, plus interest); provided, 
however, that any such Lien shall not apply to any 
other property of Chock or any of its subsidiaries; and 
provided, further, that such Liens shall secure 
Indebtedness not in excess of $500,000 at any time;
  
(f)  	Liens existing on the date of this 
Agreement and set forth in Schedule 7.01 annexed 
hereto but not the extension, renewal or refunding of 
the Indebtedness secured thereby; 

(g)  	Liens created in favor of the Agent for 
the benefit of the Lenders;

(h)  	Liens securing the performance of bids, 
tenders, leases, contracts (other than for the repayment 
of borrowed money), statutory obligations, surety, 
customs and appeal bonds and other obligations of like 
nature, incurred as an incident to and in the ordinary 
course of business; or

(i)  	Liens under Rate Agreements purchased 
from the Agent, which Liens may be pari passu with 
the Liens granted to the Agent for the benefit of the 
Lenders.

SECTION 7.02.  Sale and Lease-Back 
Transactions.  Enter into any arrangement, directly or 
indirectly, with any person whereby Chock or any of its 
subsidiaries shall sell or transfer any property, real or 
personal, and used or useful in its business, whether now 
owned or hereafter acquired, and thereafter rent or lease such 
property or other property which Chock or such subsidiary 
intends to use for substantially the same purpose or purposes 
as the property being sold or transferred.

SECTION 7.03.  Indebtedness.  Incur, create, 
assume or permit to exist any Indebtedness other than (i) 
Indebtedness secured by Liens permitted under Section 7.01 
hereof, (ii) Indebtedness (including, without limitation, 
Guarantees) existing on the date hereof and listed in Schedule 
7.03 annexed hereto, but not the extension, renewal or 
refunding thereof, (iii) Indebtedness incurred hereunder, (iv) 
Indebtedness to trade creditors incurred in the ordinary course 
of business, (v) Guarantees constituting the endorsement of 
negotiable instruments for deposit or collection in the 
ordinary course of business, (vi) Guarantees of the 
Obligations, (vii) purchase money Indebtedness to the extent 
permitted by Sections 7.01(e) and 7.07 hereof, (viii) Subordi-
nated Indebtedness and (ix) Indebtedness under any Rate 
Agreements.

SECTION 7.04.  Dividends, Distributions and 
Payments.  Declare or pay, directly and indirectly, any cash 
dividends or make any other distribution, whether in cash, 
property, securities or a combination thereof, with respect to 
(whether by reduction of capital or otherwise) any shares of 
its capital stock or directly or indirectly redeem, purchase, 
retire or otherwise acquire for value (or permit any subsidiary 
to purchase or acquire) any shares of any class of its capital 
stock or set aside any amount for any such purpose; provided, 
however, that Chock may pay dividends or redeem shares of 
stock for cash, in an amount which does not exceed in the 
aggregate (together with the amount of any payments, 
prepayments, redemptions, defeasance or repurchases of 
Subordinated Indebtedness during the applicable Fiscal Year 
under Section(a) hereof) in any Fiscal Year, 25% of Excess 
Cash Flow for the most recent Fiscal Year then ended, so long 
as at the time of any such payment, prepayment, redemption 
or repurchase no Default or Event of Default shall have 
occurred and be continuing or would occur after giving effect 
thereto.

SECTION 7.05.  Consolidations, Mergers and 
Sales of Assets.  Consolidate with or merge with or into any 
other person, or permit another person to merge into it 
(including, without limitation, the merger of, with or into any 
Borrower and any subsidiary of any Borrower except as set 
forth in the last proviso to this sentence), or sell, lease, 
transfer or assign to any persons or otherwise dispose of 
(whether in one transaction or a series of transactions) any 
portion of its assets (whether now owned or hereafter 
acquired), or sell any of its inventory other than in the normal 
course of business, or sell any machinery and equipment in an 
aggregate amount in excess of $300,000 in any Fiscal Year, or 
acquire all or substantially all the capital stock or assets of any 
other person, except for purchases of assets not to exceed 
$500,000 in any Fiscal Year, the terms and conditions of any 
such asset purchase to be acceptable to the Required Lenders; 
provided, however, that the Term Loan Borrowers shall be 
permitted to sell the real property listed in Schedule 7.05 
hereto for not less than the amount set forth next to such 
property without consent (and the Agent shall take such 
actions, at the expense of Chock, as are reasonably requested 
by Chock to release the Agent's Lien on such property), so 
long as (i) the sale is for cash and such cash is immediately 
applied as set forth in Section 2.09(g) hereof and (ii) no 
Default or Event of Default shall have occurred and be 
continuing or would occur as a result of such sale; and 
provided, further, that so long as (i) no Default or Event of 
Default shall have occurred and be continuing or would occur 
under any other Section of this Agreement after giving effect 
to the following, (ii) the Agent shall have been notified in 
writing not less than 60 days prior to date on which the 
following is proposed to be consummated, and (iii) the Agent 
shall have determined in its reasonable judgment that the 
following shall not affect the validity, or priority, of its first 
priority Lien on any Collateral, nothing contained herein shall 
prohibit Chock from causing (x) Cains to merge with and 
into Cains Holding and Cains Holding to concurrently 
merge with and into Chock (it being hereby agreed and 
acknowledged that conforming amendments to this 
Agreement and the other Loan Documents agreeable to the 
Required Lenders would be required as a result of such 
mergers) and (y) ownership of the real property located at 336 
Broadway, New York, New York to be transferred by 
Broadworth to Chock, whether by dissolution of Broadworth 
or otherwise, so long as (aa) the Obligations shall remain 
secured by a mortgage thereon satisfactory in all respects to 
the Required Lenders and (bb) no recording tax or other fee, 
tax, expense or costs shall be incurred by the Agent or 
Lenders as a result of such transfer.

SECTION 7.06.  Investments.  Own, purchase 
or acquire any stock, obligations, assets or securities of, or 
any interest in, or make any capital contribution or loan or 
advance to, any other person, or make any other investments, 
except:

(a)  	certificates of deposit in dollars of any 
commercial banks registered to do business in any state 
of the United States (i) having capital and surplus in 
excess of $5,000,000,000 and (ii) whose long-term 
debt rating is at least investment grade as determined 
by either Standard & Poor's Corporation or Moody's 
Investor Service, Inc.;

(b)  	readily marketable direct obligations of 
the United States government or any agency thereof 
which are backed by the full faith and credit of the 
United States;

(c)  	commercial paper at the time of 
acquisition having the highest rating obtainable from 
either Standard & Poor's Corporation or Moody's 
Investor Service, Inc.;

(d)  	federally tax exempt securities rated A or 
better by either Standard & Poor's Corporation or 
Moody's Investor Service, Inc.; 

(e)  	investments in the stock of any 
subsidiary existing on the Closing Date, but not any 
additional investments therein; 

(f)  	loans and advances to shareholders, 
directors, officers or employees of Chock or any of its 
subsidiaries not in excess of $150,000 in the aggregate 
in any Fiscal Year; 

(g)	up to $1,000,000 in securities of a type 
not specified in clauses (a) through (f) above;

(h)  	up to an aggregate from July 1, 1994 
through the Revolving Credit Termination Date of 
$15,000,000 for the purchase of assets and/or 
businesses which in each case are similar to the 
business engaged in by Chock and its subsidiaries on 
the Closing Date (each, an "Acquisition"), subject to 
the following terms and conditions: (i) no Default or 
Event of Default shall have occurred and be continuing 
at the time of the Acquisition or would be caused by 
such Acquisition under any other Section of this 
Agreement; (ii) the Borrowers shall have notified the 
Agent and the Lenders not less than 90 days prior to 
the proposed closing date for such Acquisition and 
shall provide the Agent and the Lenders with all 
information with respect to the Acquisition which the 
Agent and the Lenders shall reasonably request; (iii) 
Acquisitions may be financed with any combination of 
cash, notes, Indebtedness assumed pursuant to the 
Acquisition, or Loans made under the Revolving 
Credit Commitment; provided, however, that with 
respect to any Acquisition, any such Loan under the 
Revolving Credit Commitment (referred to herein as 
an "Acquisition Loan") (x) shall be in a minimum 
amount of $5,000,000 with increments of $1,000,000 
in addition thereto and (y) except as set forth in the 
next proviso, shall be subject to compliance with 
conditions to the making of Revolving Credit Loans set 
forth in Article II hereof, including, without limitation, 
Section 2.01 hereof, but any such Acquisition Loan 
shall be deemed for the purposes of repayment thereof 
a term loan with a five year straight-line amortization 
(with a final payment of the outstanding principal 
amount due and owing on the Final Maturity Date), 
principal payments to be made on the first day of each 
March, June, September and December commencing 
with the first such day after the making of the 
Acquisition Loan; provided further, that the Borrowers 
may request that the Lenders, in their sole discretion, 
based upon the results of appraisals of fixed assets 
currently owned and being purchased in a proposed 
Acquisition, satisfactory in all respects to the Lenders, 
make an Acquisition Loan secured by such fixed assets 
in an amount in excess of that which would otherwise 
be available under Article II hereof; (iv) any single 
Acquisition of $10,000,000 or more shall require the 
prior written consent of the Lenders; (v) with respect to 
(x) any Acquisition, a Guarantee of the Obligations 
shall be issued by any subsidiary purchased or formed, 
(y) any Acquisition of $3,000,000 or less, the Agent 
reserves the right, under Article III and Section 6.12 
hereof, to require as a condition to any such 
Acquisition that the Agent be granted a first priority 
security interest in all assets purchased, including, 
without limitation, the pledge of any stock purchased 
or of any subsidiary formed, and that such other 
actions be taken as the Agent shall request to cause the 
Obligations to be secured on a first priority basis and 
(z) any Acquisition of over $3,000,000, it shall be a 
pre-condition to the consummation of such Acquisition 
that the Agent be granted a first priority security 
interest in all assets purchased, including, without 
limitation, the pledge of any stock purchased or of any 
subsidiary formed, and that such other actions be taken 
as the Agent shall request to cause the Obligations to 
be secured on a first priority basis; and (vi) the 
aggregate amount of Acquisitions shall in no event 
exceed an amount such that the aggregate of all 
Acquisitions and repurchases of Subordinated 
Indebtedness under Section 7.20(a) hereof would 
exceed $40,000,000;

(i) 	investments in, and loans to, Quikava (in 
any combination of cash, equity and contribution of 
property) in the aggregate at any time outstanding not 
to exceed an amount equal to (i) $4,300,000 (of which 
not more than $600,000 in the aggregate may be 
loaned to, or invested in, the Quikava Limited 
Partnership) minus (ii) outstanding Quikava Advances 
at such time; and

(j) 	investments in and/or loans to  Industrias 
Marino, S.A. de C.V. (Marino), in any combination 
of cash, equity and contribution of property (in 
addition to equipment to be contributed by Chock from 
its Linden, New Jersey plant) in the aggregate at any 
time outstanding not to exceed $4,000,000, so long as 
(x) no Default or Event of Default shall have occurred 
and be continuing at the time of any such investment or 
loan, (y) Chock shall deliver to the Agent, together 
with the financial statements required under Section 
6.05(a) and Section 6.05(b), a detailed accounting of 
all investments in and loans to Marino through the date 
of such financial statement(s) and (z) all loans to 
Marino of $500,000 or more, or series of loans 
aggregating $500,000 or more, shall be evidenced by 
one or more promissory notes containing terms and 
conditions reasonably satisfactory to the Required 
Lenders, which promissory note(s) shall be pledged by 
Chock to the Agent on behalf of the Lenders pursuant 
to one or more pledge agreements in form and 
substance satisfactory to the Agent;

provided that, in each case mentioned in clauses (a), (b), (c) 
and (d) above, such obligations shall mature not more than 
one year from the date of acquisition thereof; and provided, 
further, that in each case mentioned in clauses (a) through (e), 
Borrower shall have taken all actions necessary in the opinion 
of the Agent to grant the Agent for the benefit of the Lenders, 
a first priority security interest in all right, title and interest of 
Chock and its subsidiaries in and to such obligations.

SECTION 7.07.  Capital Expenditures.  Permit 
the aggregate amount of payments made for Capital 
Expenditures, including Capitalized Lease Obligations and 
Indebtedness secured by Liens permitted under Section 
7.01(e) hereof, in each Fiscal Year to exceed $9,000,000.

SECTION 7.08.  Adjusted Effective Net Worth. 
 Permit the Adjusted Effective Net Worth at any time to be 
less than the respective amounts set forth below for the 
periods ending on the dates indicated:

Period						   
Amount

Closing Date through July 30, 1997			
	$156,000,000

July 31, 1997 through July 30, 1998			
	$155,000,000

July 31, 1998 and thereafter				
	$151,000,000


SECTION 7.09.  Intentionally Omitted.  

SECTION 7.10.  Total Unsubordinated 
Liabilities to Adjusted Effective Net Worth Ratio.  Permit the 
ratio of (x) Total Unsubordinated Liabilities to (y)Adjusted 
Effective Net Worth, at any time to be greater than .33:1.00.

SECTION 7.11.  Intentionally Omitted.

SECTION 7.12.  Fixed Charge Coverage Ratio. 
 Permit the Fixed Charge Coverage Ratio at any time to be 
less than 1.10:1.00 for the four consecutive fiscal quarters 
ending on January 31, April 30, July 31 and October 31 of 
each year commencing with January 31, 1996.

SECTION 7.13.  Interest Coverage Ratio.  
Permit the Interest Coverage Ratio at any time to be less than 
2.40:1.00 for the four consecutive fiscal quarters ending on 
January 31, April 30, July 31 and October 31 of each year, 
commencing January 31, 1996.

SECTION 7.14.  Intentionally Omitted.  

SECTION 7.15.  Business.  Alter the nature of 
its business as operated on the date of this Agreement in any 
material respect.

SECTION 7.16.  Sales of Receivables.  Sell, 
assign, discount, transfer, or otherwise dispose of any 
accounts receivable, promissory notes, drafts or trade 
acceptances or other rights to receive payment held by it, with 
or without recourse, except for the purpose of collection or 
settlement in the ordinary course of business.

SECTION 7.17.  Use of Proceeds.  Permit the 
proceeds of any Credit Event to be used for any purpose 
which entails a violation of, or is inconsistent with, 
Regulation G, T, U or X of the Board, or for any purpose 
other than those set forth in Section hereof or Section 7.06(h) 
hereof.

SECTION 7.18.  ERISA.  (a) Engage in any 
transaction in connection with which Chock or any ERISA 
Affiliate could be subject to either a material civil penalty 
assessed pursuant to the provisions of Section 502 of ERISA 
or a material tax imposed under the provisions of Section 
4975 of the Code.

(b)  	Terminate any Pension Plan in a "distress 
termination" under Section 4041 of ERISA, or take any other 
action which could result in a material liability of Chock or 
any ERISA Affiliate to the PBGC.

(c)  	Fail to make payment when due of all 
amounts which, under the provisions of any Plan, Chock or 
any ERISA Affiliate is required to pay as contributions 
thereto, or, with respect to any Pension Plan, permit to exist 
any material "accumulated funding deficiency" (within the 
meaning of Section 302 of ERISA and Section 412 of the 
Code), whether or not waived, with respect thereto.

(d)	Adopt an amendment to any Pension 
Plan requiring the provision of security under Section 307 of 
ERISA or Section 401(a)(29) of the Code.

SECTION 7.19.  Accounting Changes.  Make, 
or permit any subsidiary to make any change in their 
accounting treatment or financial reporting practices except as 
required or permitted by generally accepted accounting 
principles in effect from time to time.

SECTION 7.20.  Prepayment or Modification of 
Indebtedness; Modification of Charter Documents. (a)  
Directly or indirectly prepay, redeem, defease, purchase or 
retire (other than by conversion into capital stock of Chock) 
any Indebtedness, including, without limitation, any 
Subordinated  Indebtedness, other than Indebtedness incurred 
hereunder, and except that the Borrowers may prepay, 
redeem, repurchase or retire Subordinated Indebtedness 
outstanding under the Subordinated Indentures in an amount 
which when added to the Acquisitions under Section 7.06, 
does not exceed $40,000,000 in the aggregate during the 
period from July 1, 1994 through the Revolving Credit 
Termination Date, so long as (i) any such Subordinated 
Indebtedness is prepaid or repurchased at not more than the 
redemption price thereof at such time, but not in any event in 
excess of 102.50% of the face value thereof, and (ii) no 
Default or Event of Default shall have occurred and be 
continuing or would occur after giving effect to any such 
prepayment, redemption, repurchase or retirement. Nothing 
contained in this subsection shall, or shall be deemed to, 
permit the Borrowers to incur Subordinated Indebtedness or 
other Indebtedness, issue equity, sell assets or take any other 
action with respect to the prepayment, redemption, repurchase 
or retirement of Subordinated Indebtedness outstanding under 
the Subordinated Indentures except to the extent the same is 
permitted under other Sections of this Agreement.

(b)  	Modify, amend or otherwise alter the 
terms and provisions of any Subordinated Indebtedness.

(c)	Modify, amend or alter their agreement 
of limited partnership, certificates or articles of incorporation 
or other charter documents so as to in any manner affect the 
ability of the Borrowers to perform and otherwise fulfill their 
obligations under the Loan Documents, or in such a manner 
as to have a Material Adverse Effect.

(d)  	Modify, amend or otherwise alter the 
terms and provisions of any Acquisition Documents.

SECTION 7.21.  Transactions with Affiliates.  
Except as otherwise specifically set forth in this Agreement, 
directly or indirectly purchase, acquire or lease any property 
from, or sell, transfer or lease any property to, or enter into 
any other transaction with, any stockholder, Affiliate or agent 
of any subsidiary, or any relative thereof, except in the 
ordinary course of business and at prices and on terms not less 
favorable it than that which would have been obtained in an 
arm's-length transaction with a non-affiliated third party.

SECTION 7.22.  Intentionally Omitted. 

SECTION 7.23.  Intentionally Omitted.
 
SECTION 7.24.  Broadworth and Chock Realty. 
 Notwithstanding anything to the contrary set forth in this 
Article VII or elsewhere in this Agreement, other than (i) with 
respect to Broadworth, ownership of the real property located 
at 336 Broadway, New York, New York, and (ii) with respect 
to Chock Realty, ownership of the real property located at 11-
80 Commercial Parkway, Castroville, California, Broadworth 
and Chock Realty shall engage in no activity, operate no 
business or enter into any transaction other than under this 
Agreement or in the other Loan Documents to which they are 
party, and other than ownership (or the leasing on terms and 
conditions satisfactory to the Agent) of such real property and 
actions directly related thereto (such as payment of real 
property taxes, assessments, etc.).


VIII.  EVENTS OF DEFAULT

In case of the happening of any of the following 
events (herein called "Events of Default"):

(a)  	any representation or warranty made or 
deemed made in or in connection with this Agreement, 
any of the Security Documents, the Notes or other 
Loan Documents or any Credit Events hereunder, shall 
prove to have been incorrect in any material respect 
when made or deemed to be made;

(b)  	default shall be made in the payment of 
any principal of any Note when and as the same shall 
become due and payable, whether at the due date 
thereof or at a date fixed for prepayment thereof or by 
acceleration thereof or otherwise;

(c)  	default shall be made in the payment of 
any interest on any Note, any Commitment Fee or any 
other fee or any other amount payable hereunder, or 
under the Notes, or any other Loan Document or any 
Letter of Credit or in connection with any other Credit 
Event or the Transactions when and as the same shall 
become due and payable;

(d)	(i) default shall be made in the due 
observance or performance of any covenant, condition 
or agreement to be observed or performed on the part 
of Chock or any of its subsidiaries pursuant to the 
terms of this Agreement (other than as described in 
clause (ii) and clause (iii) of this subsection), any of 
the Notes, any of the Security Documents or any other 
Loan Document, (ii) a default shall be made in the due 
observance or performance of Section 6.02, 6.05, 6.07, 
6.10, 6.11, 6.13 or 6.15 through 6.20 and such default 
shall continue unremedied for a period of 15 or more 
days or (iii) a default shall be made in the due 
observance or performance of Section 6.06 and such 
default shall continue unremedied for a period of 7 or 
more days;

(e)	Chock, any Guarantor, any Grantor or 
any subsidiary of any thereof shall (i) voluntarily 
commence any proceeding or file any petition seeking 
relief under Title 11 of the United States Code or any 
other Federal, state or foreign bankruptcy, insolvency, 
liquidation or similar law, (ii) consent to the institution 
of, or fail to contravene in a timely and appropriate 
manner, any such proceeding or the filing of any such 
petition, (iii) apply for or consent to the appointment of 
a receiver, trustee, custodian, sequestrator or similar 
official for Chock, such Guarantor, such Grantor or 
such subsidiary or for a substantial part of its property 
or assets, (iv) file an answer admitting the material 
allegations of a petition filed against it in any such 
proceeding, (v) make a general assignment for the 
benefit of creditors, (vi) become unable, admit in 
writing its inability or fail generally to pay its debts as 
they become due or (vii) take corporate action for the 
purpose of effecting any of the foregoing;

(f)	an involuntary proceeding shall be 
commenced or an involuntary petition shall be filed in 
a court of competent jurisdiction seeking (i) relief in 
respect of Chock, any Guarantor, any Grantor or any 
subsidiary of any thereof, or of a substantial part of the 
property or assets of Chock, any Guarantor, any 
Grantor or any subsidiary of any thereof, under Title 11 
of the United States Code or any other Federal state or 
foreign bankruptcy, insolvency, receivership or similar 
law, (ii) the appointment of a receiver, trustee, 
custodian, sequestrator or similar official for Chock, 
any Guarantor, any Grantor or any subsidiary of any 
thereof or for a substantial part of the property of 
Chock, any Guarantor, any Grantor or any subsidiary 
of any thereof or (iii) the winding-up or liquidation of 
Chock, any Guarantor, any Grantor or any subsidiary 
of any thereof; and such proceeding or petition shall 
continue undismissed for 30 days or an order or decree 
approving or ordering any of the foregoing shall 
continue unstayed and in effect for 30 days;

(g)	default shall be made with respect to any 
Indebtedness or obligations under a capitalized lease of 
Chock, any Guarantor, any Grantor or any subsidiary 
of any thereof (excluding Indebtedness outstanding 
hereunder) which when taken together with all other 
Indebtedness of such persons as to which a default has 
occurred and be continuing shall exceed $500,000, or 
default shall be made with respect to any Subordinated 
Indebtedness, if the effect of any such default shall be 
to accelerate, or to permit the holder or obligee of any 
such Indebtedness or obligations under a capitalized 
lease (or any trustee on behalf of such holder or 
obligee) at its option to accelerate, the maturity of such 
Indebtedness or obligations under a capitalized lease;

(h)  (i) a Reportable Event shall have occurred 
with respect to a Pension Plan, (ii) the filing by Chock, 
any ERISA Affiliate, or an administrator of any Plan of 
a notice of intent to terminate such a Plan in a "distress 
termination" under the provisions of Section 4041 of 
ERISA, (iii) the receipt of notice by Chock, any 
ERISA Affiliate, or an administrator of a Plan that the 
PBGC has instituted proceedings to terminate (or 
appoint a trustee to administer) such a Pension Plan, 
(iv) any other event or condition exists which might 
reasonably constitute grounds under the provisions of 
Section 4042 of ERISA for the termination of (or the 
appointment of a trustee to administer) any Pension 
Plan by the PBGC, (v) a Pension Plan shall fail to 
maintain the minimum funding standard required by 
Section 412 of the Code for any plan year or a waiver 
of such standard is sought or granted under the 
provisions of Section 412(d) of the Code, (vi) Chock 
or any ERISA Affiliate has incurred, or is likely to 
incur, a liability under the provisions of Section 4062, 
4063, 4064 or 4201 of ERISA, (vii) Chock or any 
ERISA Affiliate fails to pay the full amount of an 
installment required under Section 412(m) of the Code 
or (viii) any other event or condition has occurred with 
respect to any Plan which would constitute an event of 
default under any other agreement entered into by 
Chock or any ERISA Affiliate, and in each case in 
clauses (i) through (viii) of this subsection (h), such 
event or condition, together with all other such events 
or conditions, if any, could subject Chock or any 
ERISA Affiliate to any taxes, penalties or other 
liabilities which, in the opinion of the Agent, could 
have a Material Adverse Effect;

(i)  	Chock or any ERISA Affiliate (i) shall 
have been notified by the sponsor of a Multiemployer 
Plan that it has incurred any withdrawal liability to 
such Multiemployer Plan in excess of $500,000, and 
has not paid such amount when due, and (ii) does not 
have reasonable grounds for contesting such 
withdrawal liability and is not in fact contesting such 
withdrawal liability in a timely and appropriate 
manner;

(j)	a judgment (not reimbursed by insurance 
policies of Chock, any Guarantor, any Grantor or any 
subsidiary of any thereof) or decree for the payment of 
money, a fine or penalty which when taken together 
with all other such judgments, decrees, fines and 
penalties shall exceed $150,000 shall be rendered by a 
court or other tribunal against Chock, any Guarantor, 
any Grantor or any subsidiary of any thereof and (i) 
shall remain undischarged or unbonded for a period of 
30 consecutive days during which the execution of 
such judgment, decree, fine or penalty shall not have 
been stayed effectively or (ii) any judgment creditor or 
other person shall legally commence actions to collect 
on or enforce such judgment, decree, fine or penalty; 

(k)	this Agreement, any Note, any of the 
Security Documents, any Guarantee or other Loan 
Documents shall for any reason cease to be, or shall be 
asserted by Chock, any Guarantor, any Grantor or any 
subsidiary of any thereof not to be, a legal, valid and 
binding obligation of Chock, such Guarantor, such 
Grantor or such subsidiary, as applicable, enforceable 
in accordance with its terms, or the security interest or 
Lien purported to be created by any of the Security 
Documents shall for any reason cease to be, or be 
asserted by Chock, any Guarantor, any Grantor or any 
subsidiary of any thereof not to be, a valid, first priority 
perfected security interest in any Collateral (except to 
the extent otherwise permitted under this Agreement or 
any of the Security Documents);

(l)  	there shall occur a Change of Control;

(m)	(i) the average of Receivable Turnover 
during any three consecutive months shall exceed 55 
days, (ii) the average Dilution for any three 
consecutive months shall exceed 25% or (iii) the 
average Inventory Turnover during any three 
consecutive months shall exceed 90 days;

(n)  	any warehouse in which inventory held 
by Chock or any of its subsidiaries shall issue a 
warehouse receipt or any other document of title with 
respect to all or any portion of such inventory which, 
after deducting the value of the inventory subject to 
such receipt or documents of title from the aggregate 
value of Collateral, shall result in an overadvance 
under the Revolving Credit Facility which is not cured 
within three (3) days;

(o)  	at any time an aggregate of $500,000 or 
more of the payables of the Borrowers and their 
subsidiaries, the payment of which the Borrowers do 
not dispute in good faith, shall remain unpaid for thirty 
(30) or more days after the due date thereof; or

     	(p)  	any single Customer shall account for 
more than twenty percent (20%) of the net sales of the 
Borrowers for any Fiscal Year;


then, and in any such event (other than an event described in 
paragraph (e) or (f) above), and at any time thereafter during 
the continuance of such event, the Agent may, and upon the 
written request of the Required Lenders shall, by written 
notice (or facsimile notice promptly confirmed in writing) to 
the Borrowers, take any or all of the following actions at the 
same or different times: (i) terminate forthwith all or any 
portion of the Total Commitment and all obligations to issue 
Letters of Credit hereunder (or permit the increase in the 
amount of any Letter of Credit already issued); and (ii)declare 
the Notes and any amounts then owing to the Lenders and/or 
Issuing Lender on account of any drawings under any Letters 
of Credit to be forthwith due and payable, whereupon the 
principal of such Notes, together with accrued interest and 
fees thereon, any amounts then owing to the Lenders and/or 
Issuing Lender on account of any drawings under any Letters 
of Credit, and other liabilities of the Borrowers accrued 
hereunder, shall become forthwith due and payable both as to 
principal and interest, without presentment, demand, protest 
or any other notice of any kind, all of which are hereby 
expressly waived by the Borrowers, anything contained herein 
or in the Notes to the contrary notwithstanding; provided, 
however, that with respect to a default described in paragraph 
(e) or (f) above, the Total Commitment and all obligations to 
issue Letters of Credit hereunder (or permit the increase in the 
amount of any Letter of Credit already issued) shall auto-
matically terminate and the principal of the Notes, together 
with accrued interest and fees thereon, any amounts then 
owing to the Lenders and/or Issuing Lender on account of any 
drawings under any Letters of Credit, and any other liabilities 
of the Borrowers accrued hereunder shall automatically 
become due and payable, both as to principal and interest, 
without presentment, demand, protest or other notice of any 
kind, all of which are hereby expressly waived by the 
Borrowers, anything contained herein or in the Notes to the 
contrary notwithstanding.

IX.	AGENT

In order to expedite the transactions 
contemplated by this Agreement, NatWest Bank N.A. is 
hereby appointed to act as Agent on behalf of the Lenders.  
Each of the Lenders and each subsequent holder of any Note 
by its acceptance thereof, irrevocably authorizes the Agent to 
take such action on its behalf and to exercise such powers 
hereunder and under the Security Documents and other Loan 
Documents as are specifically delegated to or required of the 
Agent by the terms hereof and the terms thereof together with 
such powers as are reasonably incidental thereto.  Neither the 
Agent nor any of its directors, officers, employees or agents 
shall be liable as such for any action taken or omitted to be 
taken by it or them hereunder or under any of the Security 
Documents and other Loan Documents or in connection 
herewith or therewith (a) at the request or with the approval of 
the Required Lenders (or, if otherwise specifically required 
hereunder or thereunder, the consent of all the Lenders) or (b) 
in the absence of its or their own bad faith or willful 
misconduct.

The Agent is hereby expressly authorized on 
behalf of the Lenders, without hereby limiting any implied 
authority, (a) to receive on behalf of each of the Lenders any 
payment of principal of or interest on the Notes outstanding 
hereunder and all other amounts accrued hereunder paid to the 
Agent, and promptly to distribute to each Lender its proper 
share of all payments so received, (b) to distribute to each 
Lender copies of all notices, agreements and other material as 
provided for in this Agreement or in the Security Documents 
and other Loan Documents as received by such Agent and (c) 
to take all actions with respect to this Agreement and the 
Security Documents and other Loan Documents as are 
specifically delegated to the Agent.

In the event that (a) Chock fails to pay when 
due the principal of or interest on any Note, any amount 
payable under any Letter of Credit or any fee payable 
hereunder or (b) the Agent receives written notice of the 
occurrence of a Default or an Event of Default, the Agent 
within a reasonable time shall give written notice thereof to 
the Lenders, and shall take such action with respect to such 
Event of Default or other condition or event as it shall be 
directed to take by the Required Lenders; provided, however, 
that, unless and until the Agent shall have received such 
directions, the Agent may take such action or refrain from 
taking such action hereunder or under the Security Documents 
or other Loan Documents with respect to a Default or Event 
of Default as it shall deem advisable in the best interests of 
the Lenders.

The Agent shall not be responsible in any 
manner to any of the Lenders for the effectiveness, 
enforceability, perfection, value, genuineness, validity or due 
execution of this Agreement, the Notes or any of the other 
Loan Documents or Collateral or any other agreements or 
certificates, requests, financial statements, notices or opinions 
of counsel or for any recitals, statements, warranties or 
representations contained herein or in any such instrument or 
be under any obligation to ascertain or inquire as to the 
performance or observance of any of the terms, provisions, 
covenants, conditions, agreements or obligations of this 
Agreement or any of the other Loan Documents or any other 
agreements on the part of the Borrowers and, without limiting 
the generality of the foregoing, the Agent shall, in the absence 
of knowledge to the contrary, be entitled to accept any 
certificate furnished pursuant to this Agreement or any of the 
other Loan Documents as conclusive evidence of the facts 
stated therein and shall be entitled to rely on any note, notice, 
consent, certificate, affidavit, letter, telegram, teletype 
message, statement, order or other document which it believes 
in good faith to be genuine and correct and to have been 
signed or sent by the proper person or persons.  It is 
understood and agreed that the Agent may exercise its rights 
and powers under other agreements and instruments to which 
it is or may be a party, and engage in other transactions with 
the Borrowers, as though it were not Agent of the Lenders 
hereunder.

The Agent shall promptly give notice to the 
Lenders of the receipt or sending of any notice, schedule, 
report, projection, financial statement or other document or 
information pursuant to this Agreement or any of the other 
Loan Documents and shall promptly forward a copy thereof to 
each Lender.

Neither the Agent nor any of its directors, 
officers, employees or agents shall have any responsibility to 
the Borrowers on account of the failure or delay in 
performance or breach by any Lender other than the Agent of 
any of its obligations hereunder or to any Lender on account 
of the failure of or delay in performance or breach by any 
other Lender or the Borrowers of any of their respective 
obligations hereunder or in connection herewith.

The Agent may consult with legal counsel 
selected by it in connection with matters arising under this 
Agreement or any of the other Loan Documents and any 
action taken or suffered in good faith by it in accordance with 
the opinion of such counsel shall be full justification and 
protection to it.  The Agent may exercise any of its powers 
and rights and perform any duty under this Agreement or any 
of the other Loan Documents through agents or attorneys.

The Agent and the Borrowers may deem and 
treat the payee of any Note as the holder thereof until written 
notice of transfer shall have been delivered as provided herein 
by such payee to the Agent and the Borrowers.

With respect to the Loans made hereunder, the 
Notes issued to it and any other Credit Event applicable to it, 
the Agent in its individual capacity and not as an Agent shall 
have the same rights, powers and duties hereunder and under 
any other Agreement executed in connection herewith as any 
other Lender and may exercise the same as though it were not 
the Agent, and the Agent and its affiliates may accept deposits 
from, lend money to and generally engage in any kind of 
business with the Borrowers or other affiliate thereof as if it 
were not the Agent.
Each Lender agrees (i) to reimburse the Agent 
in the amount of such Lender's pro rata share (based on its 
Total Commitment hereunder)  of any out of pocket expenses 
incurred for the benefit of the Lenders by the Agent, including 
reasonable counsel fees and reasonable compensation of 
agents and employees paid for services rendered on behalf of 
the Lenders after the occurrence of an Event of Default, not 
reimbursed by the Borrowers and (ii) to indemnify and hold 
harmless the Agent and any of its directors, officers, 
employees or agents, on demand, in the amount of its pro rata 
share, from and against any and all liabilities, obligations, 
losses, damages, penalties, actions, judgments, suits, costs, 
expenses or disbursements of any kind or nature whatsoever 
which may be imposed on, incurred by or asserted against it in 
its capacity as the Agent or any of them in any way relating to 
or arising out of this Agreement or any of the other Loan 
Documents or any action taken or omitted by it or any of them 
under this Agreement or any of the other Loan Documents, to 
the extent not reimbursed by the Borrowers; provided, 
however, that no Lender shall be liable to the Agent for any 
portion of such liabilities, obligations, losses, damages, 
penalties, actions, judgment, suits, costs, expenses or 
disbursements resulting from the bad faith or willful 
misconduct of the Agent or any of its directors, officers, 
employees or agents.

Each Lender acknowledges that it has, 
independently and without reliance upon the Agent or any 
other Lender and based on such documents and information 
as it has deemed appropriate, made its own credit analysis and 
decision to enter into this Agreement and any other Loan 
Document to which such Lender is party.  Each Lender also 
acknowledges that it will, independently and without reliance 
upon the Agent or any other Lender and based on such 
documents and information as it shall deem appropriate at the 
time, continue to make its own decisions in taking or not 
taking action under or based upon this Agreement, any other 
Loan Document, any related agreement or any document 
furnished hereunder.

Subject to the appointment and acceptance of a 
successor Agent as provided below, the Agent may resign at 
any time by notifying the Lenders and the Borrowers.  Upon 
any such resignation, the Lenders shall have the right to 
appoint a successor Agent.  If no successor Agent shall have 
been so appointed by such Lenders and shall have accepted 
such appointment within 30 days after the retiring Agent gives 
notice of its resignation, then the retiring Agent may, on 
behalf of the Lenders, appoint a successor Agent which shall 
be a bank with an office (or an affiliate with an office) in New 
York, New York, having a combined capital and surplus of at 
least $500,000,000.  Upon the acceptance of any appointment 
as Agent hereunder by a successor bank, such successor shall 
thereupon succeed to and become vested with all the rights, 
powers, privileges and duties of the retiring Agent and the 
retiring Agent shall be discharged from its duties and obliga-
tions hereunder and under each of the other Loan Documents. 
 After any Agent's resignation hereunder, the provisions of 
this Article shall continue in effect for its benefit in respect of 
any actions taken or omitted to be taken by it while it was 
acting as Agent.
The Lenders hereby acknowledge that the Agent 
shall be under no duty to take any discretionary action 
permitted to be taken by the Agent pursuant to the provisions 
of this Agreement or any of the other Loan Documents unless 
it shall be requested in writing to do so by the Required 
Lenders.


X.  MANAGEMENT, COLLECTION AND STATUS OF 
RECEIVABLES AND 
    OTHER COLLATERAL

SECTION 10.01.  Collection of Receivables; 
Management of Collateral.  (a)  At the request of the Agent, 
the Borrowers will, at their own cost and expense, (i) arrange 
for remittances on Receivables to be made directly to 
lockboxes designated by the Agent or in such other manner as 
the Agent may direct, and (ii) promptly deposit all payments 
received by the Borrowers on account of Receivables, 
whether in the form of cash, checks, notes, drafts, bills of 
exchange, money orders or otherwise, in one or more 
accounts designated by the Agent in precisely the form 
received (but with any endorsements of the Borrowers 
necessary for deposit or collection), subject to withdrawal by 
the Agent only, as hereinafter provided, and until such 
payments are deposited, such payments shall be deemed to be 
held in trust by the Borrowers for and as the Lenders' property 
and shall not be commingled with the Borrowers' other funds. 
 All remittances and payments that are deposited in 
accordance with the foregoing will be applied by the Agent on 
the day received to reduce the outstanding balance of the 
Revolving Credit Loans, subject to final collection in cash of 
the item deposited, but for purposes of the calculation of 
interest and fees on the Revolving Credit Loans, such 
remittances and payments shall be deemed to be applied to the 
Revolving Credit Loans after one and one-half Business 
Days.

Upon the occurrence and continuance of an 
Event of Default, the Agent may send a notice of assignment 
and/or notice of the Agent's security interest to any and all 
Customers or any third party holding or otherwise concerned 
with any of the Collateral, and thereafter the Agent shall have 
the sole right to collect the Receivables and/or take possession 
of the Collateral and the books and records relating thereto.  
The Borrowers shall not, without the Agent's prior written 
consent, except in the ordinary course of business and in 
compliance with its past practices, grant any extension of the 
time of payment of any Receivable, compromise or settle any 
Receivable for less than the full amount thereof, release, in 
whole or in part, any person or property liable for the payment 
thereof, or allow any credit or discount whatsoever thereon 
except, prior to the occurrence and continuance of an Event of 
Default, as permitted by Section 10.03 hereof.

(b)  (i)  Each of the Borrowers hereby 
constitutes the Agent or the Agent's designee as such 
Borrower's attorney-in-fact with power to endorse such 
Borrower's name upon any notes, acceptances, checks, drafts, 
money orders or other evidences of payment or Collateral that 
may come into its possession; to sign such Borrower's name 
on any invoice or bill of lading relating to any Receivables, 
drafts against Customers, assignments and verifications of 
Receivables and notices to Customers; to send verifications of 
Receivables; upon the occurrence of an Event of Default, to 
notify the Postal Service authorities to change the address for 
delivery of mail addressed to such Borrower to such address 
as the Agent may designate; and to do all other acts and things 
necessary to carry out this Agreement.  All acts of said 
attorney or designee are hereby ratified and approved, and 
said attorney or designee shall not be liable for any acts of 
omission or commission, for any error of judgment or for any 
mistake of fact or law, provided that the Agent or its designee 
shall not be relieved of liability to the extent it is determined 
by a final judicial decision that its act, error or mistake 
constituted bad faith or willful misconduct.  This power of 
attorney being coupled with an interest is irrevocable until all 
of the Obligations are paid in full and this Agreement and the 
Total Commitment is terminated.

(ii)	The Agent, without notice to or 
consent of the Borrowers, upon the occurrence and during the 
continuance of an Event of Default, (A) may sue upon or 
otherwise collect, extend the time of payment of, or 
compromise or settle for cash, credit or otherwise upon any 
terms, any of the Receivables or any securities, instruments or 
insurance applicable thereto and/or release the obligor 
thereon; (B) is authorized and empowered to accept the return 
of the goods represented by any of the Receivables; and (C) 
shall have the right to receive, endorse, assign and/or deliver 
in its name or the name of any of the Borrowers any and all 
checks, drafts and other instruments for the payment of money 
relating to the Receivables, and each Borrower hereby waives 
notice of presentment, protest and non-payment of any 
instrument so endorsed.  

(c)	Nothing herein contained shall be 
construed to constitute Chock as agent of the Agent for any 
purpose whatsoever, and the Agent shall not be responsible or 
liable for any shortage, discrepancy, damage, loss or 
destruction of any part of the Collateral wherever the same 
may be located and regardless of the cause thereof (except to 
the extent it is determined by a final judicial decision that the 
Agent's or a Lender's act or omission constituted bad faith or 
willful misconduct).  The Agent and the Lenders shall not, 
under any circumstances or in any event whatsoever, have any 
liability for any error or omission or delay of any kind 
occurring in the settlement, collection or payment of any of 
the Receivables or any instrument received in payment thereof 
or for any damage resulting therefrom (except to the extent it 
is determined by a final judicial decision that the Agent's or 
such Lender's error, omission or delay constituted bad faith or 
willful misconduct).  The Agent and the Lenders do not, by 
anything herein or in any assignment or otherwise, assume 
any of the Borrowers' obligations under any contract or 
agreement assigned to the Agent or the Lenders, and the 
Agent and the Lenders shall not be responsible in any way for 
the performance by the Borrowers of any of the terms and 
conditions thereof.
(d)  	If any of the Receivables includes a 
charge for any tax payable to any governmental tax authority, 
the Agent is hereby authorized (but in no event obligated) in 
its discretion to pay the amount thereof to the proper taxing 
authority for the account of the applicable Borrower and to 
charge the Borrowers' account therefor.  The Borrowers shall 
notify the Agent if any Receivables include any tax due to any 
such taxing authority and, in the absence of such notice, the 
Agent shall have the right to retain the full proceeds of such 
Receivables and shall not be liable for any taxes that may be 
due from any Borrower by reason of the sale and delivery 
creating such Receivables.  

SECTION 10.02.  Receivables Documentation. 
 The Borrowers will, in addition to the monthly Receivables 
agings delivered pursuant to this Agreement, at such intervals 
as the Agent may require, furnish such further schedules 
and/or information as the Agent may require relating to the 
Receivables, including, without limitation, sales invoices.  In 
addition, the Borrowers shall notify the Agent of any non-
compliance in respect of the representations, warranties and 
covenants contained in Section 10.03 hereof.  The items to be 
provided under this Section 10.02 are to be in form satisfac-
tory to the Agent and are to be executed and delivered to the 
Agent from time to time solely for its convenience in 
maintaining records of the Collateral; the Borrowers' failure 
to give any of such items to the Agent shall not affect, 
terminate, modify or otherwise limit the Agent's Lien or 
security interest in the Collateral.  

SECTION 10.03.  Status of Receivables and 
Other Collateral.  Each Borrower covenants, represents and 
warrants with respect to all Collateral (but excluding 
Receivables of the Borrowers, other than Receivables 
generated from the sale of inventory), that:  (a) it shall be the 
sole owner, free and clear of all Liens except in favor of the 
Agent or otherwise permitted hereunder, of and fully 
authorized to sell, transfer, pledge and/or grant a security 
interest in each and every item of said Collateral owned by it; 
(b) each Receivable shall be a good and valid account 
representing a bona fide indebtedness incurred or an amount 
owed by the person therein named for a fixed sum as set forth 
in the invoice relating thereto with respect to an absolute sale 
and delivery upon the specified terms of goods sold by a 
Borrower, or work, labor and/or services theretofore rendered 
by a Borrower; (c) no Receivable is or shall be subject to any 
defense, offset, counterclaim, discount or allowance (known 
to the Borrowers as of the time of its creation) except as may 
be stated in the invoice relating thereto (except for off-invoice 
allowances in an amount estimated by Chock consistent with 
its past practices), or such that the amount of Receivables at 
any time subject to defense, offset or counterclaim is not 
greater than $250,000, or discounts and allowances as may be 
customary in such Borrowers's business; (d) none of the 
transactions underlying or giving rise to any Receivable shall 
violate any applicable state or federal laws or regulations, and 
all documents relating to any Receivable shall be legally 
sufficient under such laws or regulations and shall be legally 
enforceable in accordance with their terms; (e) to the best of 
its knowledge, each Customer, guarantor or endorser with 
respect to any Receivable is solvent as of the time of creation 
thereof and will continue to be fully able to pay all 
Receivables on which it is obligated in full when due; (f) all 
documents and agreements relating to Receivables shall be 
true and correct and in all respects what they purport to be; (g) 
to the best of its knowledge, all signatures and endorsements 
that appear on all documents and agreements relating to 
Receivables shall be genuine and all signatories and endorsers 
with respect thereto shall have full capacity to contract; (h) it 
shall maintain books and records pertaining to the Collateral 
in such detail, form and scope as the Agent shall reasonably 
require; (i) it will immediately notify the Agent if any 
accounts arise out of contracts with the United States or any 
department, agency or instrumentality thereof, and will 
execute any instruments and take any steps required by the 
Agent in order that all monies due or to become due under 
any such contract shall be assigned to the Agent and notice 
thereof given to the United States Government under the 
Federal Assignment of Claims Act; (j) it will, immediately 
upon learning thereof, report to the Agent any material loss or 
destruction of, or substantial damage to, any of the Collateral, 
and any other matters affecting the value, enforceability or 
collectability of any of the Collateral; (k) if any amount 
payable under or in connection with any Receivable is 
evidenced by a promissory note or other instrument, as such 
terms are defined in the Uniform Commercial Code, such 
promissory note or instrument shall be immediately pledged, 
endorsed, assigned and delivered to the Agent as additional 
collateral; (l) it shall not re-date any invoice or sale or make 
sales on extended dating beyond that customary in the 
industry; and (m) it shall conduct a physical count of its 
inventory at such intervals as the Agent may reasonably 
request and promptly supply the Agent with a copy of such 
counts accompanied by a report of the value (based on the 
lower of cost (on a FIFO basis) or market value) of such 
inventory.

SECTION 10.04.  Monthly Statement of 
Account.  The Agent shall render to the Borrowers each 
month a statement of the Borrowers' account, which shall 
constitute an account stated and shall be deemed to be correct 
and accepted by and be binding upon the Borrowers unless 
the Agent receives a written statement of the Borrowers' 
exceptions within 45 days after such statement was rendered 
to the Borrowers.

SECTION 10.05.  Collateral Custodian.  Upon 
the occurrence and continuance of an Event of Default, the 
Agent may at any time and from time to time employ and 
maintain in the premises of the Borrowers a custodian 
selected by the Agent who shall have full authority to do all 
acts necessary to protect the Agent's and Lenders' interests 
and to report to the Agent thereon.  The Borrowers hereby 
agree to cooperate with any such custodian and to do 
whatever the Agent may reasonably request to preserve the 
Collateral.  All costs and expenses incurred by the Agent by 
reason of the employment of the custodian shall be charged to 
the Borrowers' account and added to the Obligations.


XI.  MISCELLANEOUS

SECTION 11.01.  Notices.  Notices, consents 
and other communications provided for herein shall be in 
writing and shall be delivered (in the case of telex or facsimile 
communication, delivered by telex, graphic scanning, 
telecopier or other telecommunications equipment, with 
receipt confirmed) addressed,

(a)	if to all or any of the Borrowers, 
Guarantors, or Grantors, at 370 Lexington Avenue, 
New York, New York 10017, Attention:  Mr. Howard 
Leitner, Senior Vice President, with a copy to Morse, 
Zelnick, Rose & Lander, LLP, 450 Park Avenue, Suite 
902, New York, New York 10022-2605, Attention:  
George Lander, Esq.;

(b)	if to the Agent, at NatWest Bank N.A., 
175 Water Street, New York, New York 10038, 
Attention:  Thomas Maiale, with a copy to Kaye, 
Scholer, Fierman, Hays & Handler, at 425 Park 
Avenue, New York, New York 10022, Attention:  
Albert Fenster, Esq.; and

(c)	if to any Lender, at the address set forth 
below its name in Schedule 2.01 annexed hereto.

All notices and other communications given to any party 
hereto in accordance with the provisions of this Agreement 
shall be deemed to have been given on the date of receipt if 
hand delivered, or upon receipt if by any telex, facsimile or 
other telecommunications equipment, in each case addressed 
to such party as provided in this Section 11.01 or in 
accordance with the latest unrevoked direction from such 
party.

SECTION 11.02.  Survival of Agreement.  All 
covenants, agreements, representations and warranties made 
by any Borrower or any subsidiary thereof herein and in the 
certificates or other instruments prepared or delivered in 
connection with this Agreement, any of the Security 
Documents, any Guarantee or any other Loan Document, shall 
be considered to have been relied upon by the Lenders and 
shall survive the making by the Lenders of the Loans and the 
execution and delivery to the Lenders of the Notes and 
occurrence of any other Credit Event and shall continue in full 
force and effect as long as the principal of or any accrued 
interest on the Notes or any other fee or amount payable under 
the Notes or this Agreement or any other Loan Document is 
outstanding and unpaid and so long as the Total Commitment 
has not been terminated.

SECTION 11.03.  Successors and Assigns; 
Participations.  (a) Whenever in this Agreement any of the 
parties hereto is referred to, such reference shall be deemed to 
include the successors and assigns of such party; and all 
covenants, promises and agreements by or on behalf of any 
Borrower, any Guarantor, any Grantor, any ERISA Affiliate, 
any subsidiary of any thereof, the Agent or the Lenders, that 
are contained in this Agreement shall bind and inure to the 
benefit of their respective successors and assigns.  Without 
limiting the generality of the foregoing, the Borrowers 
specifically confirm that any Lender may at any time and from 
time to time pledge or otherwise grant a security interest in 
any Loan or any Note (or any part thereof) to any Federal 
Reserve Bank.  No Borrower may assign or transfer any of its 
rights or obligations hereunder without the written consent of 
all the Lenders.

(b)	Each Lender, without the consent of the 
Borrowers, but only with the consent of the Agent, may sell 
participations to one or more banks or other entities in all or a 
portion of its rights and obligations under this Agreement 
(including, without limitation, all or a portion of its Revolving 
Credit Commitment or Term Loan Commitment) and the 
Loans owing to it and undrawn Letters of Credit and the 
Notes held by it); provided, however, that (i) such Lender's 
obligations under this Agreement (including, without 
limitation, its Revolving Credit Commitment and Term Loan 
Commitment) shall remain unchanged, (ii) such Lender shall 
remain solely responsible to the other parties hereto for the 
performance of such obligations, (iii) the banks or other 
entities buying participations shall be entitled to the cost 
protection provisions contained in Sections 2.10(a) (except to 
the extent that application of such Section 2.10(a) to such 
banks and entities would cause the Borrowers to make 
duplicate payments thereunder), 2.11 and 2.12 hereof, but 
only to the extent any of such Sections would be available to 
the Lender which sold such participation, and (iv) the 
Borrowers, the Agent and the other Lenders shall continue to 
deal solely and directly with such Lender in connection with 
such Lender's rights and obligations under this Agreement; 
provided, further, however, that each Lender shall retain the 
sole right and responsibility to enforce the obligations of the 
Borrowers, Grantors and the Guarantors relating to the Loans, 
including, without limitation, the right to approve any 
amendment, modification or waiver of any provision of this 
Agreement, other than amendments, modifications or waivers 
with respect to any fees payable hereunder or the amount of 
principal or the rate of interest payable on, or the dates fixed 
for any payment of principal of or interest on, the Loans or the 
release of all Collateral.

(c)	Each Lender may assign by novation, to 
any one or more banks or other entities without the prior 
written consent of the Borrowers but with the prior written 
consent of the Agent, all or a portion of its interests, rights 
and obligations under this Agreement and the other Loan 
Documents (including, without limitation, all or a portion of 
its Revolving Credit Commitment or Term Loan Commitment 
and the same portion of the Loans and undrawn Letters of 
Credit at the time owing to it and the Note or Notes held by 
it), provided, however, that (i) each such assignment shall be 
of a constant, and not a varying, percentage of all of the 
assigning Lender's rights and obligations under this 
Agreement, which shall include the same percentage interest 
in the Loans, Letters of Credit and Notes, and (ii) the parties 
to each such assignment shall execute and deliver to the 
Agent, for its acceptance and recording in the Register (as 
defined below), an Assignment and Acceptance, together with 
any Note subject to such assignment and a processing and 
recordation fee of $2,500; and provided, further, that NatWest 
shall at all times retain for its own account a portion of the 
Total Commitment not less than that held at such time by 
Chemical Bank.  Upon such execution, delivery, acceptance 
and recording and after receipt of the written consent of the 
Agent, from and after the effective date specified in each 
Assignment and Acceptance, which effective date shall be at 
least five (5) Business Days after the execution thereof, (x) 
the assignee thereunder shall be a party hereto and, to the 
extent provided in such Assignment and Acceptance, have the 
rights and obligations of a Lender hereunder and under the 
other Loan Documents and (y) the Lender which is assignor 
thereunder shall, to the extent provided in such Assignment 
and Acceptance, be released from its obligations under this 
Agreement (and, in the case of an Assignment and 
Acceptance covering all or the remaining portion of an 
assigning Lender's rights and obligations under this 
Agreement, such Lender shall cease to be a party hereto).  

(d)  	By executing and delivering an 
Assignment and Acceptance, the Lender which is assignor 
thereunder and the assignee thereunder confirm to, and agree 
with, each other and the other parties hereto as follows:  (i) 
other than the representation and warranty that it is the legal 
and beneficial owner of the interest being assigned thereunder 
free and clear of any adverse claim, such Lender makes no 
representation or warranty and assumes no responsibility with 
respect to any statements, warranties or representations made 
in or in connection with this Agreement or the execution, 
legality, validity, enforceability, perfection, genuineness, 
sufficiency or value of this Agreement, the other Loan 
Documents or any Collateral with respect thereto or any other 
instrument or document furnished pursuant hereto or thereto; 
(ii) such Lender makes no representation or warranty and 
assumes no responsibility with respect to the financial 
condition of any Borrower, or any Grantor or Guarantor or the 
performance or observance by any Borrower, Grantor or the 
Guarantor of any of their respective obligations under this 
Agreement, any Guarantees or any of the other Loan 
Documents or any other instrument or document furnished 
pursuant hereto or thereto; (iii) such assignee confirms that it 
has received a copy of this Agreement, any Guarantees and of 
the other Loan Documents, together with copies of financial 
statements and such other documents and information as it 
has deemed appropriate to make its own credit analysis and 
decision to enter into such Assignment and Acceptance; (iv) 
such assignee will, independently and without reliance upon 
the Agent, such Lender or any other Lender and based on 
such documents and information as it shall deem appropriate 
at the time, continue to make its own credit decisions in 
taking or not taking action under this Agreement; (v) such 
assignee appoints and authorizes the Agent to take such action 
as the Agent on its behalf and to exercise such powers under 
this Agreement as are delegated to the Agent by the terms 
hereof, together with such powers as are reasonably incidental 
thereto; and (vi) such assignee agrees that it will perform in 
accordance with their terms all of the obligations which by the 
terms of this Agreement are required to be performed by it as 
a Lender.

(e)  	The Agent shall maintain at its address 
referred to in Section 11.01 hereof a copy of each Assignment 
and Acceptance delivered to it and a register for the 
recordation of the names and addresses of the Lenders and the 
Revolving Credit Commitment or Term Loan Commitment, 
as the case may be, of, and principal amount of the Loans 
owing to, each Lender from time to time (the "Register").  
The entries in the Register shall be conclusive, in the absence 
of manifest error, and the Borrowers, the Agent and the 
Lenders may treat each person whose name is recorded in the 
Register as a Lender hereunder for all purposes of this Agree-
ment.  The Register shall be available for inspection by the 
Borrowers or any Lender at any reasonable time and from 
time to time upon reasonable prior notice.

(f)  	Upon its receipt of an Assignment and 
Acceptance executed by an assigning Lender and an assignee 
together with any Note or Notes subject to such assignment 
and the written consent to such assignment, the Agent shall, if 
such Assignment and Acceptance has been completed and is 
precisely in the form of Exhibit F annexed hereto, (i) accept 
such Assignment and Acceptance, (ii) record the information 
contained therein in the Register and (iii) give prompt notice 
thereof to the Lenders and the Borrowers.  Within five (5) 
Business Days after receipt of such notice, the Borrowers, at 
their own expense, shall execute and deliver to the Agent in 
exchange for each surrendered Note or Notes a new Note or 
Notes to the order of such assignee in an amount equal to its 
portion of the Term Loan Commitment and/or Revolving 
Credit Commitment, as the case may be, assumed by it 
pursuant to such Assignment and Acceptance and, if the 
assigning Lender has retained any Term Loan Commitment or 
Revolving Credit Commitment hereunder, a new Note or 
Notes to the order of the assigning Lender in an amount equal 
to the Term Loan Commitment and/or Revolving Credit 
Commitment, as the case may be, retained by it hereunder.  
Such new Note or Notes shall be in an aggregate principal 
amount equal to the aggregate principal amount of such 
surrendered Note or Notes or, with respect to the Term Notes, 
the principal amount of the Term Loans outstanding at such 
time as evidenced by such Term Notes or Notes, shall be 
dated the effective date of such Assignment and Acceptance 
and shall otherwise be in substantially the form of Exhibit A 
or Exhibit B, as the case may be.  Notes surrendered to the 
Borrowers shall be cancelled by the Borrowers.

(g)	Notwithstanding any other provision 
herein, any Lender may, in connection with any assignment or 
participation or proposed assignment or participation pursuant 
to this Section 11.03, disclose to the assignee or participant or 
proposed assignee or participant, any information, including, 
without limitation, any Information, relating to the Borrowers 
furnished to such Lender by or on behalf of the Borrowers in 
connection with this Agreement; provided, however, that 
prior to any such disclosure, each such assignee or participant 
or proposed assignee or participant shall agree to preserve the 
confidentiality of any confidential Information relating to the 
Borrowers received from such Lender.

SECTION 11.04.  Expenses; Indemnity.  (a)  
Each Borrower agrees to pay all reasonable out-of-pocket 
expenses incurred by the Agent in connection with the 
preparation of this Agreement, the Security Documents, the 
Notes and the other Loan Documents or with any 
amendments, modifications, waivers, extensions, renewals, 
renegotiations, or "work-outs" of the provisions hereof or 
thereof (whether or not the transactions hereby contemplated 
shall be consummated) or incurred by the Agent or any of the 
Lenders in connection with the enforcement or protection of 
its rights in connection with this Agreement, the Guarantees 
or any of the other Loan Documents or with the Loans made 
or the Notes or Letters of Credit issued hereunder, or in 
connection with any pending or threatened action, proceeding, 
or investigation relating to the foregoing, including but not 
limited to the reasonable fees and disbursements of counsel 
for the Agent and (subject to the Fee Letter dated the date 
hereof among the Borrowers and the Agent) ongoing field 
examination expenses and charges, and, in connection with 
such enforcement or protection, the reasonable fees and 
disbursements of counsel for each Lender.  The Borrower 
further indemnifies the Lenders from and agrees to hold them 
harmless against any documentary taxes, assessments or 
charges made by any governmental authority by reason of the 
execution and delivery of this Agreement or the Notes.

(b)  	Each Borrower indemnifies the Agent 
and each Lender and their respective directors, officers, 
employees and agents against, and agrees to hold the Agent, 
each Lender and each such person harmless from, any and all 
losses, claims, damages, liabilities and related expenses, 
including reasonable counsel fees and expenses, incurred by 
or asserted against the Lender or any such person arising out 
of, in any way connected with, or as a result of (i) the use of 
any of the proceeds of the Loans, (ii) this Agreement, the 
Guarantees, any of the Security Documents, the Acquisition 
Documents or the other documents contemplated hereby or 
thereby, (iii) the performance by the parties hereto and thereto 
of their respective obligations hereunder and thereunder 
(including but not limited to the making of the Total 
Commitment) and consummation of the transactions 
contemplated hereby and thereby, (iv) breach of any 
representation or warranty, or (v) any claim, litigation, 
investigation or proceedings relating to any of the foregoing, 
whether or not the Agent, any Lender or any such person is a 
party thereto; provided, however, that such indemnity shall 
not, as to the Agent or any Lender, apply to any such losses, 
claims, damages, liabilities or related expenses to the extent 
that they result from the bad faith or willful misconduct of the 
Agent or any Lender.

(c)  	Each Borrower indemnifies, and agrees 
to defend and hold harmless the Agent and the Lenders and 
their respective officers, directors, shareholders, agents and 
employees (collectively, the "Indemnitees") from and against 
any loss, cost, damage, liability, lien, deficiency, fine, penalty 
or expense (including, without limitation, reasonable 
attorneys' fees and reasonable expenses for investigation, 
removal, cleanup and remedial costs and modification costs 
incurred to permit, continue or resume normal operations of 
any property or assets or business of Chock or any subsidiary 
thereof or any Grantor) arising from a violation of, or failure 
to comply with any Environmental Law and to remove any 
Lien arising therefrom except to the extent caused by the bad 
faith or willful misconduct of any Indemnitee, which any of 
the Indemnitees may incur or which may be claimed or 
recorded against any of the Indemnitees by any person.

(d)  	The provisions of this Section 11.04 shall 
remain operative and in full force and effect regardless of the 
expiration of the term of this Agreement and the termination 
hereof, the consummation of the transactions contemplated 
hereby, the repayment of any of the Loans, the invalidity or 
unenforceability of any term or provision of this Agreement 
or the Notes, or any investigation made by or on behalf of the 
Agent or any Lender.  All amounts due under this Section 
11.04 shall be payable on written demand therefor.

SECTION 11.05.  Applicable Law.  THIS 
AGREEMENT AND THE NOTES SHALL BE 
CONSTRUED IN ACCORDANCE WITH AND 
GOVERNED BY THE LAWS OF THE STATE OF NEW 
YORK (OTHER THAN THE CONFLICTS OF LAWS 
PRINCIPLES THEREOF).

SECTION 11.06.  Right of Setoff.  If an Event 
of Default shall have occurred and be continuing, upon the 
request of the Required Lenders each Lender shall and is 
hereby authorized at any time and from time to time, to the 
fullest extent permitted by law, to set off and apply any and 
all deposits (general or special, time or demand, provisional 
or final) at any time held and other indebtedness at any time 
owing by such Lender to or for the credit or the account of 
any Borrower against any and all of the obligations of the 
Borrowers now and hereafter existing under this Agreement 
and the Notes held by such Lender, irrespective of whether or 
not such Lender shall have made any demand under this 
Agreement or the Notes and although such obligations may be 
unmatured.  Each Lender agrees to notify promptly the Agent 
and the Borrowers after any such setoff and application made 
by such Lender, but the failure to give such notice shall not 
affect the validity of such setoff and application.  The rights 
of each Lender under this Section are in addition to other 
rights and remedies (including, without limitation, other rights 
of setoff) which may be available to such Lender.

SECTION 11.07.  Payments on Business Days.  
(a)  Should the principal of or interest on the Notes or any fee 
or other amount payable hereunder become due and payable 
on other than a Business Day, payment in respect thereof may 
be made on the next succeeding Business Day (except as 
otherwise provided in the definition of Interest Period), and 
such extension of time shall in such case be included in 
computing interest, if any, in connection with such payment.

(b)  	All payments by any Borrower hereunder 
and all Loans made by the Lenders hereunder shall be made in 
lawful money of the United States of America in immediately 
available funds at the office of the Agent set forth in Section 
11.01 hereof.

SECTION 11.08.  Waivers; Amendments.  (a)  
No failure or delay of any Lender in exercising any power or 
right hereunder shall operate as a waiver thereof, nor shall any 
single or partial exercise of any such right or power, or any 
abandonment or discontinuance of steps to enforce such right 
or power, preclude any other or further exercise thereof or the 
exercise of any other right or power.  The rights and remedies 
of the Lenders hereunder are cumulative and not exclusive of 
any rights or remedies which they may otherwise have.  No 
waiver of any provision of this Agreement or the Notes nor 
consent to any departure by any Borrower therefrom shall in 
any event be effective unless the same shall be authorized as 
provided in paragraph (b) below, and then such waiver or 
consent shall be effective only in the specific instance and for 
the purpose for which given.  No notice to or demand on any 
Borrower in any case shall entitle it to any other or further 
notice or demand in similar or other circumstances.  Each 
holder of any of the Notes shall be bound by any amendment, 
modification, waiver or consent authorized as provided 
herein, whether or not such Note shall have been marked to 
indicate such amendment, modification, waiver or consent.

(b)	Neither this Agreement nor any provision 
hereof may be waived, amended or modified except pursuant 
to an agreement or agreements in writing entered into by the 
Borrowers and the Required Lenders; provided, however, that 
no such agreement shall (i) change the principal amount of, or 
extend or advance the maturity of or the dates for the payment 
of principal of or interest on, any Note or reduce the rate of 
interest on any Note, without the consent of each holder 
affected thereby, (ii) change the Revolving Credit 
Commitment or Term Loan Commitment of any Lender or 
amend or modify the provisions of this Section, Section 2.06, 
Section 2.13, Section or Section 11.04 hereof or the definition 
of "Required Lenders," or (iii) release any material portion of 
the Collateral, in each case without the prior written consent 
of each Lender affected thereby and provided, further, 
however, that no such agreement shall amend, modify or 
otherwise affect the rights or duties of the Agent under this 
Agreement or the other Loan Documents without the written 
consent of the Agent; and provided, further, however, that the 
Agent may waive any non-material breach of the reporting 
provisions contained in Section 6.05 hereof without the 
consent of the Lenders.  Each Lender and holder of any Note 
shall be bound by any modification or amendment authorized 
by this Section regardless of whether its Notes shall be 
marked to make reference thereto, and any consent by any 
Lender or holder of a Note pursuant to this Section shall bind 
any person subsequently acquiring a Note from it, whether or 
not such Note shall be so marked.
SECTION 11.09.  Severability.  In the event any 
one or more of the provisions contained in this Agreement or 
in the Notes should be held invalid, illegal or unenforceable in 
any respect, the validity, legality and enforceability of the 
remaining provisions contained herein or therein shall not in 
any way be affected or impaired thereby.

SECTION 11.10.  Entire Agreement; Waiver of 
Jury Trial, etc.  (a)  This Agreement, the Notes and the other 
Loan Documents constitute the entire contract between the 
parties hereto relative to the subject matter hereof.  Any 
previous agreement among the parties hereto with respect to 
the Transactions is superseded by this Agreement, the Notes 
and the other Loan Documents.  Except as expressly provided 
herein or in the Notes or the Loan Documents (other than this 
Agreement), nothing in this Agreement, the Notes or in the 
other Loan Documents, expressed or implied, is intended to 
confer upon any party, other than the parties hereto, any 
rights, remedies, obligations or liabilities under or by reason 
of this Agreement, the Notes or the other Loan Documents.

(b)	EXCEPT AS PROHIBITED BY 
LAW, EACH PARTY HERETO HEREBY WAIVES 
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN 
RESPECT OF ANY LITIGATION DIRECTLY OR 
INDIRECTLY ARISING OUT OF, UNDER OR IN 
CONNECTION WITH THIS AGREEMENT, THE 
NOTES, ANY OF THE OTHER LOAN DOCUMENTS 
OR THE TRANSACTIONS.

(c)	Except as prohibited by law, each party 
hereto hereby waives any right it may have to claim or recover 
in any litigation referred to in paragraph (b) of this Section 
11.10 any special, exemplary, punitive or consequential 
damages or any damages other than, or in addition to, actual 
damages.

(d)	Each party hereto (i) certifies that no 
representative, agent or attorney of any Lender has rep-
resented, expressly or otherwise, that such Lender would not, 
in the event of litigation, seek to enforce the foregoing 
waivers and (ii) acknowledges that it has been induced to 
enter into this Agreement, the Notes or the other Loan 
Documents, as applicable, by, among other things, the mutual 
waivers and certifications herein.

SECTION 11.11.  Confidentiality.  The Agent 
and the Lenders agree to keep confidential (and to cause their 
respective officers, directors, employees, agents and 
representatives to keep confidential) all information, materials 
and documents furnished to the Agent or any Lender (the 
"Information").  Notwithstanding the foregoing, the Agent 
and each Lender shall be permitted to disclose Information (i) 
to such of its officers, directors, employees, agents and 
representatives as need to know such Information in 
connection with its participation in any of the Transactions or 
the administration of this Agreement or the other Loan 
Documents; (ii) to the extent required by applicable laws and 
regulations or by any subpoena or similar legal process, or 
requested by any governmental agency or authority; (iii) to the 
extent such Information (A) becomes publicly available other 
than as a result of a breach of this Agreement, (B) becomes 
available to the Agent or such Lender on a non-confidential 
basis from a source other than any Borrower, any Guarantor, 
any Grantor or any of their respective subsidiaries or (C) was 
available to the Agent or such Lender on a non-confidential 
basis prior to its disclosure to the Agent or such Lender by 
any Borrower, any Guarantor, any Grantor or any of their 
respective subsidiaries; (iv) to the extent any Borrowers, any 
Guarantor or any of their respective subsidiaries shall have 
consented to such disclosure in writing; (v) in connection with 
the sale of any Collateral pursuant to the provisions of any of 
the other Loan Documents; or (vi) pursuant to Section 
11.03(g) hereof.

SECTION 11.12.  Submission to Jurisdiction.  
(a)  Any legal action or proceeding with respect to this 
Agreement or the Notes or any other Loan Document may be 
brought in the courts of the State of New York or of the 
United States of America for the Southern District of New 
York, and, by execution and delivery of this Agreement, each 
of the Borrowers and each of the Guarantors hereby accepts 
for itself and in respect of its property, generally and 
unconditionally, the jurisdiction of the aforesaid courts.

(b)  	Each of the Borrowers and each of the 
Guarantors hereby irrevocably waive, in connection with any 
such action or proceeding, any objection, including, without 
limitation, any objection to the laying of venue or based on 
the grounds of forum non conveniens, which it may now or 
hereafter have to the bringing of any such action or 
proceeding in such respective jurisdictions.

(c)  	Each of the Borrowers and each of the 
Guarantors hereby irrevocably consents to the service of 
process of any of the aforementioned courts in any such 
action or proceeding by the mailing of copies thereof by 
registered or certified mail, postage prepaid, to each such 
person, as the case may be, at its address set forth in Section 
11.01 hereof.

(d)  	Nothing herein shall affect the right of 
the Agent or any Lender to serve process in any other manner 
permitted by law or to commence legal proceedings or 
otherwise proceed against any Borrower or any Guarantor in 
any other jurisdiction.

SECTION 11.13.	 Counterparts; Facsimile 
Signature.  This Agreement may be executed in counterparts, 
each of which shall constitute an original but all of which 
when taken together shall constitute but one contract, and 
shall become effective when copies hereof which, when taken 
together, bear the signatures of each of the parties hereto shall 
be delivered to the Agent.  Delivery of an executed 
counterpart of a signature page to this Agreement by 
telecopier shall be effective as delivery of a manually 
executed signature page hereto.  

SECTION 11.14.  Headings.  Article and 
Section headings and the Table of Contents used herein are 
for convenience of reference only and are not to affect the 
construction of, or to be taken into consideration in 
interpreting, this Agreement.


XII.  GUARANTEES

Each Borrower unconditionally guarantees, as a 
primary obligor and not merely as a surety, jointly and 
severally with each other Borrower, the due and punctual 
payment of the principal of and interest on each of the Notes, 
when and as due, whether at maturity, by acceleration, by 
notice of prepayment or otherwise, and the due and punctual 
performance of all other Obligations.  Each Borrower further 
agrees that the Obligations may be extended and renewed, in 
whole or in part, without notice to or further assent from it, 
and that it will remain bound upon its guarantee 
notwithstanding any extension or renewal of any Obligations.

Each Borrower waives presentment to, demand 
of payment from and protest to the other Borrowers of any of 
the Obligations, and also waives notice of acceptance of its 
guarantee and notice of protest for nonpayment.  The obliga-
tions of a Borrower hereunder shall not be affected by (a) the 
failure of any Lender or the Agent to assert any claim or 
demand or to enforce any right or remedy against such 
Borrower or any other Borrower under the provisions of this 
Agreement, the Notes or any of the other Loan Documents or 
otherwise; (b) any rescission, waiver, amendment or 
modification of any of the terms or provisions of this 
Agreement, the Notes, any of the other Loan Documents, any 
guarantee or any other agreement; (c) the release of any 
security held by the Agent for the Obligations or any of them; 
or (d) the failure of any Lender to exercise any right or 
remedy against any other Guarantor of the Obligations.

Each Borrower further agrees that its guarantee 
constitutes a guarantee of payment when due and not of 
collection, and waives any right to require that any resort be 
had by any Lender to any security (including, without 
limitation, any Collateral) held for payment of the Obligations 
or to any balance of any deposit account or credit on the 
books of any Lender in favor of any other Borrower or any 
other person.

The obligations of each Borrower hereunder 
shall not be subject to any reduction, limitation, impairment or 
termination for any reason, including, without limitation, any 
claim of waiver, release, surrender, alteration or compromise, 
and shall not be subject to any defense or setoff, counterclaim, 
recoupment or termination whatsoever by reason of the in-
validity, illegality or unenforceability of the Obligations or 
otherwise.  Without limiting the generality of the foregoing, 
the obligations of each Borrower hereunder shall not be 
discharged or impaired or otherwise affected by the failure of 
the Agent or any Lender to assert any claim or demand or to 
enforce any remedy under this Agreement, the Notes or under 
any other Loan Document, any guarantee or any other 
agreement, by any waiver or modification of any provision 
thereof, by any default, failure or delay, willful or otherwise, 
in the performance of the Obligations, or by any other act or 
omission which may or might in any manner or to any extent 
vary the risk of such Borrower or otherwise operate as a 
discharge of such Borrower as a matter of law or equity.

Each Borrower further agrees that its guarantee 
shall continue to be effective or be reinstated, as the case may 
be, if at any time payment, or any part thereof, of principal of 
or interest on any Obligation is rescinded or must otherwise 
be returned by the Agent or any Lender upon the bankruptcy 
or reorganization of any Borrower or otherwise.

Each Borrower hereby waives and releases all 
rights of subrogation against each other Borrower and its 
property and all rights of indemnification, contribution and 
reimbursement from each other Borrower and its property, in 
each case in connection with this guarantee and any payments 
made hereunder, and regardless of whether such rights arise 
by operation of law, pursuant to contract or otherwise.		


IN WITNESS WHEREOF, the Borrowers, the 
Agent and the Lenders have caused this Agreement to be duly 
executed by their respective authorized officers as of the day 
and year first above written.

CHOCK FULL 
O'NUTS CORPORATION


By:_____________
___________________
   Name: Howard 
Leitner
   Title: Senior Vice 
President

CAIN'S COFFEE 
CO.


By:_____________
___________________
   Name: Howard 
Leitner
   Title: Vice 
President

BROADWORTH 
REALTY ASSOCIATES

By: CFN OF NEW 
YORK, INC., general 						
	partner


By:_____________
___________________
   Name: Howard 
Leitner
   Title: Vice 
President
 
 
CHOCK REALTY 
CORPORATION

B
y:______________________________
   Name: Howard 
Leitner
   Title: Vice 
President

QUIKAVA, INC.   .


By:_____________
___________________
   Name: Howard 
Leitner
   Title: Vice 
President


NATWEST BANK 
N.A., as Lender


By:_____________
___________________
   Name: 
   Title: Vice 
President

NATWEST BANK 
N.A., as Agent


By:_____________
___________________
   Name: 
   Title: Vice 
President

CHEMICAL BANK


By:_____________
_________________
   Name: 
   Title: Vice 
President

	SCHEDULE 2.01(a)



	TERM LOAN COMMITMENTS


 
                                                          Approximate
                                        Term Loan  Percentage of Total
Lender                                  Commitment   Term Loan Commitment


NatWest Bank N.A. 		 	$6,154,000	   	61.54%
175 Water Street
New York, NY  10038
Attention:  Mr. Thomas Maiale

Chemical Bank                           $ 3,846,000             38.46%
633 Third Avenue
Asset Based Region
New York, NY  10017-6764
Attention: Mr. Joseph Hess


SCHEDULE 2.01(b)



	REVOLVING CREDIT COMMITMENTS


                                                      Approximate
                              Revolving               Percentage of
                              Credit                  Total Revolving
Lender                        Commitment              Credit Commitment  

NatWest Bank N.A.             $24,616,000                      61.54%
175 Water Street
New York, NY  10038
Attention:  Mr. Thomas Maiale

Chemical Bank                 $15,384,000                     38.46%
633 Third Avenue
Asset Based Region
New York, NY  10017-6764
Attention: Mr. Joseph Hess